<PAGE>
                                                                   EXHIBIT 10.21



                                                               EXECUTION VERSION

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

                     J.P. MORGAN MORTGAGE ACQUISITION CORP.,


                                    Purchaser


                                       and

                           National City Mortgage Co.,


                                     Company






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

             FLOW MASTER SELLER'S WARRANTIES AND SERVICING AGREEMENT

                                   Dated as of
                                February 24, 2004

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




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


<PAGE>




                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----


<S>                                                                                                            <C>
                                                     ARTICLE I

                                                    DEFINITIONS


                                                    ARTICLE II

                            CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
                                     BOOKS AND RECORDS; DELIVERY OF DOCUMENTS

Section 2.01          Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of
                      Servicing Files...........................................................................17
Section 2.02          Purchase Price............................................................................17
Section 2.03          Books and Records; Transfers of Mortgage Loans............................................18
Section 2.04          Delivery of Documents.....................................................................19
Section 2.05          Closing Documents.........................................................................20

                                                    ARTICLE III

                                          REPRESENTATIONS AND WARRANTIES;
                                                REMEDIES AND BREACH

Section 3.01          Company Representations and Warranties....................................................21
Section 3.02          Representations and Warranties Regarding Individual Mortgage Loans........................24
Section 3.03          Remedies for Breach of Representations and Warranties.....................................38
Section 3.04          Review of Mortgage Loans..................................................................40
Section 3.05          Purchase Price Protection.................................................................41

                                                    ARTICLE IV

                                  ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 4.01          Company to Act as Servicer................................................................41
Section 4.02          Liquidation of Mortgage Loans.............................................................43
Section 4.03          Collection of Mortgage Loan Payments......................................................44
Section 4.04          Establishment of and Deposits to Custodial Account........................................44
Section 4.05          Permitted Withdrawals From Custodial Account..............................................46
Section 4.06          Establishment of and Deposits to Escrow Account...........................................47
Section 4.07          Permitted Withdrawals From Escrow Account.................................................48
Section 4.08          Payment of Taxes, Insurance and Other Charges.............................................49
Section 4.09          Protection of Accounts....................................................................49
Section 4.10          Maintenance of Hazard Insurance...........................................................50
</Table>


                                       -i-

<PAGE>

<Table>
<S>                                                                                                            <C>
Section 4.11          Maintenance of Mortgage Impairment Insurance..............................................51
Section 4.12          Maintenance of Fidelity Bond and Errors and Omissions Insurance...........................52
Section 4.13          Inspections...............................................................................52
Section 4.14          Restoration of Mortgaged Property.........................................................53
Section 4.15          Maintenance of PMI and LPMI Policy; Claims................................................53
Section 4.16          Title, Management and Disposition of REO Property.........................................55
Section 4.17          Real Estate Owned Reports.................................................................56
Section 4.18          Liquidation Reports.......................................................................56
Section 4.19          Reports of Foreclosures and Abandonments of Mortgaged Property............................56
Section 4.20          Notification of Adjustments...............................................................57
Section 4.21          Appointment and Designation of Master Servicer............................................57

                                                     ARTICLE V

                                               PAYMENTS TO PURCHASER

Section 5.01          Remittances...............................................................................57
Section 5.02          Statements to Purchaser...................................................................58
Section 5.03          Monthly Advances by Company...............................................................58

                                                    ARTICLE VI

                                           GENERAL SERVICING PROCEDURES

Section 6.01          Transfers of Mortgaged Property...........................................................58
Section 6.02          Satisfaction of Mortgages and Release of Mortgage Files...................................59
Section 6.03          Servicing Compensation....................................................................60
Section 6.04          Annual Statement as to Compliance.........................................................60
Section 6.05          Annual Independent Certified Public; Accountants' Servicing Report........................61
Section 6.06          Purchaser's Right to Examine Company Records..............................................62

                                                    ARTICLE VII

                                      AGENCY TRANSFER; PASS-THROUGH TRANSFER

Section 7.01          Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency
                      Transfer, Whole-Loan Transfer or a Pass-Through Transfer on One or More
                      Reconstitution Dates......................................................................62
Section 7.02          Purchaser's Repurchase and Indemnification Obligations....................................64

                                                   ARTICLE VIII

                                               COMPANY TO COOPERATE

Section 8.01          Provision of Information..................................................................65
Section 8.02          Financial Statements; Servicing Facility..................................................65
</Table>


                                      -ii-
<PAGE>



<Table>
<S>                                                                                                            <C>
                                                    ARTICLE IX

                                                    THE COMPANY

Section 9.01          Indemnification; Third Party Claims.......................................................66
Section 9.02          Merger or Consolidation of the Company....................................................67
Section 9.03          Limitation on Liability of Company and Others.............................................67
Section 9.04          Limitation on Resignation and Assignment by Company.......................................68

                                                     ARTICLE X

                                                      DEFAULT

Section 10.01         Events of Default.........................................................................68
Section 10.02         Waiver of Defaults........................................................................70

                                                    ARTICLE XI

                                                    TERMINATION

Section 11.01         Termination...............................................................................70
Section 11.02         Termination Without Cause.................................................................70

                                                    ARTICLE XII

                                             MISCELLANEOUS PROVISIONS

Section 12.01         Successor to Company......................................................................71
Section 12.02         Amendment.................................................................................72
Section 12.03         Governing Law.............................................................................72
Section 12.04         Duration of Agreement.....................................................................72
Section 12.05         Notices...................................................................................72
Section 12.06         Severability of Provisions................................................................73
Section 12.07         Relationship of Parties...................................................................73
Section 12.08         Execution; Successors and Assigns.........................................................73
Section 12.09         Recordation of Assignments of Mortgage....................................................74
Section 12.10         Assignment by Purchaser...................................................................74
Section 12.11         Intention of the Parties..................................................................74
Section 12.12         Waivers...................................................................................74
Section 12.13         Exhibits..................................................................................75
Section 12.14         General Interpretive Principles...........................................................75
Section 12.15         Reproduction of Documents.................................................................75
Section 12.16         Confidentiality...........................................................................75
Section 12.17         Entire Agreement..........................................................................76
Section 12.18         Further Agreements........................................................................76
Section 12.19         Non-Solicitation..........................................................................76
Section 12.20         Waiver of Trial by Jury...................................................................77
Section 12.21         Acknowledgement of Anti-Predatory Lending Policies........................................77
</Table>


                                      -iii-
<PAGE>


                                    EXHIBITS


EXHIBIT A                  MORTGAGE LOAN SCHEDULE

EXHIBIT B                  CONTENTS OF EACH MORTGAGE FILE

EXHIBIT C                  MORTGAGE LOAN DOCUMENTS

EXHIBIT D-1                FORM OF CUSTODIAL ACCOUNT
                           CERTIFICATION

EXHIBIT D-2                FORM OF CUSTODIAL ACCOUNT
                           LETTER AGREEMENT

EXHIBIT E-1                FORM OF ESCROW ACCOUNT CERTIFICATION

EXHIBIT E-2                FORM OF ESCROW ACCOUNT
                           LETTER AGREEMENT

EXHIBIT F                  FORM OF MONTHLY REMITTANCE ADVICE

EXHIBIT G                  RESERVED

EXHIBIT H                  UNDERWRITING GUIDELINES

EXHIBIT I                  COMPANY'S OFFICER'S CERTIFICATE

EXHIBIT J                  FORM OF OPINION OF COUNSEL TO THE COMPANY

EXHIBIT K                  SECURITY RELEASE CERTIFICATION

EXHIBIT L                  ASSIGNMENT AND CONVEYANCE

EXHIBIT M                  FORM OF ANNUAL CERTIFICATION

EXHIBIT N                  DATA FIELD REQUIREMENTS

EXHIBIT O                  CALCULATION OF REALIZED LOSS


                                      -iv-

<PAGE>



                  This is a Flow Master Seller's Warranties and Servicing
Agreement for residential mortgage loans (collectively, the "Mortgage Loans"),
dated and effective as of February 24, 2004, and is executed between J.P. Morgan
Mortgage Acquisition Corp. (the "Purchaser"), and National City Mortgage Co., as
seller and servicer (the "Company").


                                   WITNESSETH:


                  WHEREAS, the Purchaser may agree to purchase, from time to
time, from the Company and the Company may desire to sell from time to time, to
the Purchaser the mortgage loans (the "Mortgage Loans");


                  WHEREAS, each of the Mortgage Loans is secured by a mortgage,
deed of trust or other security instrument creating a first lien on a
residential dwelling located in the jurisdiction indicated on the applicable
Mortgage Loan Schedule, annexed hereto as Exhibit A;


                  WHEREAS, the Purchaser and the Company desire to establish a
flow program whereby the Company will originate or otherwise acquire Mortgage
Loans which meet the applicable provisions of the Underwriting Guidelines, and
the Purchaser will, from time to time, purchase such Mortgage Loans from the
Company, subject to the terms and conditions set forth herein and in the related
Trade Confirmation:


                  WHEREAS, the Purchaser and the Company wish to prescribe the
manner of the purchase of the Mortgage Loans and the management, servicing and
control of the Mortgage Loans;


                  WHEREAS, following its purchase of the Mortgage Loans from the
Company, the Purchaser may sell some or all of the Mortgage Loans to one or more
purchasers as a whole loan transfer, agency transfer or a public or private,
rated or unrated mortgage pass-through transaction.


                  NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Purchaser and the
Company agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  Whenever used herein, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

                  Assignment of Lease Agreement: The specific agreement creating
a first lien on and pledge of the Co-op Shares and the appurtenant Proprietary
Lease securing a Co-op Loan.




<PAGE>

                  Accepted Servicing Practices: With respect to any Mortgage
Loan, those customary mortgage servicing practices of prudent mortgage lending
institutions which service mortgage loans of the same type as such Mortgage Loan
in the jurisdiction where the related Mortgaged Property is located.

                  Adjustable Rate Mortgage Loan: A Mortgage Loan purchased
pursuant to this Agreement the Mortgage Interest Rate of which is adjusted from
time to time in accordance with the terms of the related Mortgage Note.

                  Adjustment Date: With respect to any Adjustable Rate Mortgage
Loan, the date set forth in the related Mortgage Note on which the Mortgage
Interest Rate on the Mortgage Loan is adjusted in accordance with the terms of
the Mortgagee Note.

                  Agency Transfer: The sale or transfer by Purchaser of some or
all of the Mortgage Loans to Fannie Mae under its Cash Purchase Program or its
MBS Swap Program (Special Servicing Option) or to Freddie Mac under its Freddie
Mac Cash Program or Gold PC Program, retaining the Company as "servicer
thereunder."

                  Agreement: This Flow Master Seller's Warranties and Servicing
Agreement and all exhibits, schedules and amendments hereof and supplements
hereto.

                  ALTA: The American Land Title Association or any successor
thereto.

                  Ancillary Income: All fees derived from the Mortgage Loans,
other than Servicing Fees and prepayment fees, including but not limited to,
late charges, fees received with respect to checks or bank drafts returned by
the related bank for non-sufficient funds, assumption fees, optional insurance
administrative fees and all other incidental fees and charges.

                  Appraised Value: With respect to any Mortgage Loan, the lesser
of (i) the value set forth on the appraisal made in connection with the
origination of the related Mortgage Loan as the value of the related Mortgage
Property, or (ii) the purchase price paid for the Mortgage Property, provided,
however, in the case of a refinanced Mortgage Loan, such value shall be based
solely on the appraisal made in connection with the refinance of such Mortgage
Loan.

                  Appropriate Federal Banking Agency: Appropriate Federal
Banking Agency shall have the meaning ascribed to it by Section 1813(q) of Title
12 of the United States Code, as amended from time to time.

                  Approved Flood Policy Insurer: An insurer that meets the
guidelines of the Federal Insurance Administration.

                  Approved Tax Service Contract Provider: Any of the following
providers: First America, Trans America, Lereta, Fidelity or National City
Mortgage Co.

                  Assignment of Proprietary Lease: With respect to a Co-op Loan,
an assignment of the Proprietary Lease sufficient under the laws of the
jurisdiction wherein the related Co-op Unit is located to reflect the assignment
of such Proprietary Lease.





                                      -2-
<PAGE>

                  Assignment of Mortgage: An individual assignment of Mortgage,
notice of transfer or equivalent instrument in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is located
to give record notice of the sale of the Mortgage to the Purchaser or its
designated assignee.

                  Assignment of Recognition Agreement: With respect to a Co-op
Loan, an assignment of the Recognition Agreement sufficient under the laws of
the jurisdiction wherein the related Co-op Unit is located to reflect the
assignment of such Recognition Agreement.

                  BIF: The Bank Insurance Fund, or any successor thereto.

                  BPO: A broker's price opinion with respect to a Mortgaged
Property.

                  Business Day: Any day other than (i) a Saturday or Sunday, or
(ii) a day on which banking and savings and loan institutions in the State of
New York are authorized or obligated by law or executive order to be closed.

                  Closing Date: With respect to each Mortgage Loan Package, the
date or dates set forth on the related Trade Confirmation on which the Purchaser
shall purchase, and the Company sell, the Mortgage Loans listed on the related
Mortgage Loan Schedule.

                  Code: The Internal Revenue Code of 1986, as it may be amended
from time to time or any successor statute thereto, and applicable U.S.
Department of the Treasury regulations issued pursuant thereto.

                  Combined LTV or CLTV: With respect to any Mortgage Loan, the
ratio of the Stated Principal Balance of the Mortgage Loan and any other
mortgage loan which is secured by a lien on the related Mortgage Property as of
the related origination date (unless otherwise indicated) to the lesser of (a)
the Appraised Value of the Mortgaged Property and (b) if the Mortgage Loan was
made to finance the acquisition of the related Mortgaged Property, the purchase
price of the Mortgaged Property, expressed as a percentage.

                  Company: National City Mortgage Co., or its successor in
interest or assigns, or any successor to the Company under this Agreement
appointed as herein provided.

                  Convertible Mortgage Loan: Any Adjustable Rate Mortgage Loan
purchased pursuant to this Agreement as to which the related Mortgage Note
permits the Mortgagor to convert the Mortgage Interest Rate on such Mortgage
Loan to a fixed Mortgage Interest Rate.

                  Condemnation Proceeds: All awards or settlements in respect of
a Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation, to the extent not
required to be released to a Mortgagor in accordance with the terms of the
related Mortgage Loan Documents.

                  Co-op: A private, cooperative housing corporation, having only
one class of stock outstanding, which owns or leases land and all or part of a
building or buildings, including apartments, spaces used for commercial purposes
and common areas therein and whose board of directors authorizes the sale of
stock and the issuance of a Co-op Lease.




                                      -3-
<PAGE>

                  Co-op Corporation: With respect to any Co-op Loan, the
cooperative apartment corporation that holds legal title to the related Co-op
Project and grants occupancy rights to units therein to stockholders through
Proprietary Leases or similar arrangements.

                  Co-op Lease: With respect to a Co-op Loan, the lease with
respect to a dwelling unit occupied by the Mortgagor and relating to the stock
allocated to the related dwelling unit.

                  Co-op Lien Search: A search for (a) federal tax liens,
mechanics' liens, lis pendens, judgments of record or otherwise against (i) the
Co-op Corporation and (ii) the seller of the Co-op Unit, (b) filings of
Financing Statements and (c) the deed of the Co-op Project into the Co-op
Corporation.

                  Co-op Loan: A Mortgage Loan secured by the pledge of stock
allocated to a dwelling unit in a residential cooperative housing corporation
and collateral assignment of the related Co-op Lease.

                  Co-op Project: With respect to any Co-op Loan, all real
property and improvements thereto and rights therein and thereto owned by a
Co-op Corporation including without limitation the land, separate dwelling units
and all common elements.

                  Co-op Shares: With respect to any Co-op Loan, the shares of
stock issued by a Co-op Corporation and allocated to a Co-op Unit and
represented by a stock certificates.

                  Co-op Unit: With respect to any Co-op Loan, a specific unit in
a Co-op Project.

                  Custodial Account: The separate account or accounts created
and maintained pursuant to Section 4.04.

                  Custodial Agreement: With respect to each Mortgage Loan
Package, the applicable Custodial Agreement, among the Purchaser, the Company
and the Custodian.

                  Custodian: With respect to each Mortgage Loan Package, the
Custodian under the applicable Custodial Agreement, or its successor in interest
or assigns or any successor to the Custodian under such Custodial Agreement as
provided therein.

                  Cut-off Date: With respect to each Mortgage Loan Package, the
date set forth in the related Trade Confirmation.

                  Deleted Mortgage Loan: A Mortgage Loan which is repurchased by
the Company in accordance with the terms of this Agreement and which is, in the
case of a substitution pursuant to Section 3.03, replaced or to be replaced with
a Qualified Substitute Mortgage Loan.

                  Depositor: With respect to a Pass-Through Transfer, the
depositor of mortgage loans therein.

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





                                      -4-
<PAGE>

                  Due Date: The day of the month on which the Monthly Payment is
due on a Mortgage Loan, exclusive of any days of grace. With respect to the
Mortgage Loans for which payment from the Mortgagor is due on a day other than
the first day of the month, such Mortgage Loans will be treated as if the
Monthly Payment is due on the first day of the month of such Due Date.

                  Due Period: With respect to each Remittance Date, the period
commencing on the second day of the month preceding the month of the Remittance
Date and ending on the first day of the month of the Remittance Date.

                  Eligible Investments: Any one or more of the obligations and
securities listed below which investment provides for a date of maturity not
later than the Determination Date in each month:

                  (i) direct obligations of, and obligations fully guaranteed
         by, the United States of America, or any agency or instrumentality of
         the United States of America the obligations of which are backed by the
         full faith and credit of the United States of America; and

                  (ii) federal funds, demand and time deposits in, certificates
         of deposits of, or bankers' acceptances issued by, any depository
         institution or trust company incorporated or organized under the laws
         of the United States of America or any state thereof and subject to
         supervision and examination by federal and/or state banking
         authorities, so long as at the time of such investment or contractual
         commitment providing for such investment the commercial paper or other
         short-term debt obligations of such depository institution or trust
         company (or, in the case of a depository institution or trust company
         which is the principal subsidiary of a holding company, the commercial
         paper or other short-term debt obligations of such holding company) are
         rated "P-1" by Moody's) and the long-term debt obligations of such
         depository institution or trust company (or, in the case of a
         depository institution or trust company which is the principal
         subsidiary of a holding company, the long-term debt obligations of such
         holding company) are rated at least "Aa" by Moody's;

provided, however, that no such instrument shall be an Eligible Investment if
such instrument evidences either (i) a right to receive only interest payments
with respect to the obligations underlying such instrument, or (ii) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations.

                  Errors and Omissions Insurance Policy: An errors and omissions
insurance policy to be maintained by the Company pursuant to Section 4.12.

                  Escrow Account: The separate account or accounts created and
maintained pursuant to Section 4.06.

                  Escrow Payments: With respect to any Mortgage Loan, the
amounts constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance





                                      -5-
<PAGE>

premiums, fire and hazard insurance premiums, condominium charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to
the Mortgage or any other related document.

                  Estoppel Letter: A document executed by the Co-op Corporation
certifying, with respect to a Co-op Unit, (i) the appurtenant Proprietary Lease
will be in full force and effect as of the date of issuance thereof, (ii) the
related Stock Certificate was registered in the Mortgagor's name and the Co-op
Corporation has not been notified of any lien upon, pledge of, levy of execution
on or disposition of such Stock Certificate, and (iii) the Mortgagor is not in
default under the appurtenant Proprietary Lease and all charges due the Co-op
Corporation have been paid.

                  Event of Default: Any one of the conditions or circumstances
enumerated in Section 10.01.

                  Fannie Mae: Fannie Mae (formerly known as the Federal National
Mortgage Association), or any successor thereto.

                  Fannie Mae Guides: The Fannie Mae Sellers' Guide and the
Fannie Mae Servicers' Guide and all amendments or additions thereto.

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

                  FHA: Federal Housing Administration, and its successors.

                  FHA Approved Mortgagee: Those institutions which are approved
by FHA to act as servicer and mortgagee of record pursuant to FHA Regulations.

                  FHA Insurance Contact or FHA Insurance: The contractual
obligation of FHA respecting the insurance of an FHA Loan pursuant to the
National Housing Act.

                  FHA Loan: A Mortgage Loan which is the subject of an FHA
Insurance Contract as evidenced by a Mortgage Insurance Certificate.

                  FHA Regulations: Regulations promulgated by HUD under the
National Housing Act, codified in 24 Code of Federal Regulations, and other HUD
issuances relating to FHA Loans, including the related Handbooks, Circulars,
Notices and Mortgagee Letters.

                  FHLMC: Federal Home Loan Mortgage corporation or any successor
thereto.

                  Fidelity Bond: A fidelity bond to be maintained by the Company
pursuant to Section 4.12.

                  Financing Statement: A financing statement in the form of a
UCC-1 filed pursuant to the Uniform Commercial Code to perfect a security
interest in the Cooperative Shares and Pledge Instruments.

                  First Remittance Date: March 18, 2004.




                                      -6-
<PAGE>

                  Fitch: Fitch, Inc. (doing business as "Fitch Ratings").

                  FNMA: Federal National Mortgage Association or any successor
thereto.

                  Freddie Mac: Freddie Mac (formerly known as The Federal Home
Loan Mortgage Corporation), or any successor thereto.

                  GNMA: Government National Mortgage Association, and any
successors thereto.

                  Gross Margin: With respect to any Adjustable Rate Mortgage
Loan, the fixed percentage amount set forth in the related Mortgage Note and the
related Mortgage Loan Schedule that is added to the Index on each Adjustment
Date in accordance with the terms of the related Mortgage Note to determine the
new Mortgage Interest Rate for such Mortgage Loan.

                  High Cost Mortgage Loan: A Mortgage Loan which (a) is subject
to Section 226.32 of Regulation Z or any similar state law (relating to high
interest rate credit/lending transactions), or (b) contains any term or
condition, or involves any loan origination practice, that has been defined as
"predatory", "covered" or "threshold" under applicable federal, state or local
law, or which has been expressly categorized as an "unfair" or "deceptive" term,
condition, or practice in any applicable federal, state or local law (or the
regulations promulgated thereunder) dealing with "predatory" or "high cost"
mortgage lending (or a similarly classified loan using different terminology
under a law, regulation or ordinance imposing heightened regulatory scrutiny or
additional legal liability for residential mortgage loans having high interest
rates, points and/or fees).

                  HUD: The United States Department of Housing and Urban
Development, or any successor thereto.

                  Index: With respect to any Adjustable Rate Mortgage Loan, the
index identified on the Mortgage Loan Schedule and set forth in the related
Mortgage Note for the purpose of calculating the Mortgage Interest Rate thereon.

                  Initial Rate Cap: With respect to each Adjustable Rate
Mortgage Loan and the initial Adjustment Date therefor, a number of percentage
points per annum that is set forth in the related Mortgage Loan Schedule and in
the related Mortgage Note, which is the maximum amount by which the Mortgage
Interest Rate for such Mortgage Loan may increase or decrease from the Mortgage
Interest Rate in effect immediately prior to such Adjustment Date.

                  Insurance Proceeds: With respect to each Mortgage Loan,
proceeds of any insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.

                  Liquidation Proceeds: Cash received in connection with the
liquidation of a defaulted Mortgage Loan (net (without duplication) of any and
all expenses reasonably incurred by the Company in connection with such
liquidation), whether through the sale or assignment of such Mortgage Loan,
trustee's sale, foreclosure sale or otherwise, or the sale of the related
Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the
Mortgage Loan.




                                      -7-
<PAGE>

                  Lifetime Rate Cap: With respect to each Adjustable Rate
Mortgage Loan, a number of percentage points per annum that is set forth in the
related Mortgage Loan Schedule and in the related Mortgage Note, which is the
maximum amount by which the Mortgage Interest Rate for such Mortgage Loan may
increase or decrease during the term thereof from the Mortgage Interest Rate in
effect on the date of origination of such Mortgage Loan.

                  Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan,
the ratio of the Stated Principal Balance of the Mortgage Loan as of the related
Cut-off Date (unless otherwise indicated) to the lesser of (a) the Appraised
Value of the Mortgaged Property and (b) if the Mortgage Loan was made to finance
the acquisition of the related Mortgaged Property, the purchase price of the
Mortgaged Property, expressed as a percentage.

                  LPMI Fee: With respect to each LPMI Loan, the portion of the
Mortgage Interest Rate as set forth on the related Mortgage Loan Schedule (which
shall be payable solely from the interest portion of Monthly Payments, Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds), which shall be used to
pay the premium due on the related LPMI Policy.

                  LPMI Loan: A Mortgage Loan with a LPMI Policy.

                  LPMI Policy: A policy of primary mortgage guaranty insurance
issued by a Qualified Insurer pursuant to which the related premium is to be
paid by the Company of the related Mortgage Loan from payments of interest made
by the Mortgagor.

                  Manufactured Home: A single family residential unit that is
constructed in a factory in sections in accordance with the Federal Manufactured
Home Construction and Safety Standards adopted on July 15, 1976, by the
Department of Housing and Urban Development ("HUD Code"), as amended in 2000,
which preempts state and local building codes. Each unit is identified by the
presence of a HUD Plate/Compliance Certificate label. The sections are then
transported to the site and joined together and affixed to a pre-built permanent
foundation (which satisfies the manufacturer's requirements and all state,
county, and local building codes and regulations). The manufactured home is
built on a non-removable, permanent frame chassis that supports the complete
unit of walls, floors, and roof. The underneath part of the home may have
running gear (wheels, axles, and brakes) that enable it to be transported to the
permanent site. The wheels and hitch are removed prior to anchoring the unit to
the permanent foundation. The manufactured home must be classified as real
estate and taxed accordingly. The permanent foundation may be on land owned by
the mortgager or may be on leased land.

                  Master Servicer: Any master servicer appointed by the
Purchaser in its sole discretion in accordance with Section 4.21 hereof.

                  Maximum Mortgage Interest Rate: With respect to each
Adjustable Rate Mortgage Loan, a rate that is set forth on the related Mortgage
Loan Schedule and in the related Mortgage Note and is the maximum interest rate
to which the Mortgage Interest Rate on such Adjustable Rate Mortgage Loan may be
increased on any Adjustment Date.

                  Minimum Mortgage Interest Rate: With respect to each
Adjustable Rate Mortgage Loan, a rate that is set forth on the related Mortgage
Loan Schedule and in the related





                                      -8-
<PAGE>

Mortgage Note and is the minimum interest rate to which the Mortgage Interest
Rate on such Mortgage Loan may be decreased on any Adjustment Date.

                  Monthly Advance: The portion of Monthly Payment delinquent
with respect to each Mortgage Loan at the close of business on the Determination
Date and is required to be advanced by the Company pursuant to Section 5.03 on
the Business Day immediately preceding the Remittance Date of the related month.

                  Monthly Payment: The scheduled monthly payment of principal
and interest on a Mortgage Loan.

                  Moody's: Moody's Investors Service, Inc.

                  Mortgage: The mortgage, deed of trust or other instrument
securing a Mortgage Note, which creates a first lien on either (i) with respect
to a Mortgage Loan other than a Co-op Loan, an unsubordinated estate in fee
simple in real property or (ii) with respect to a Co-op Loan, the Proprietary
Lease and related Co-op Shares, which in either case secures the Mortgage Note.

                  Mortgage File: The items pertaining to a particular Mortgage
Loan referred to in Exhibit B annexed hereto, and any additional documents
required to be added to the Mortgage File pursuant to this Agreement.

                  Mortgage Impairment Insurance Policy: A mortgage impairment or
blanket hazard insurance policy as described in Section 4.11.

                  Mortgage Interest Rate: The annual rate of interest borne on a
Mortgage Note.

                  Mortgage Loan: Each first lien residential loan or Co-op Loan,
which is the subject of this Agreement, originally sold and subject to this
Agreement being identified on the related Mortgage Loan Schedule, which Mortgage
Loan includes without limitation the Mortgage File, the Monthly Payments,
Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, REO Disposition Proceeds and all other rights, benefits, proceeds and
obligations arising from or in connection with such Mortgage Loan.

                  Mortgage Loan Documents: The documents listed in Exhibit C
hereto.

                  Mortgage Loan Package: The applicable pool of Mortgage Loans
sold to the Purchaser by the Company on the relevant Closing Date.

                  Mortgage Loan Remittance Rate: With respect to each Mortgage
Loan, the annual rate of interest remitted to the Purchaser, which shall be
equal to the Mortgage Interest Rate minus (i) the Servicing Fee Rate and (ii)
with respect to LPMI Loans, the LPMI Fee.

                  Mortgage Loan Schedule: With respect to each Mortgage Loan
Package, a schedule of Mortgage Loans annexed to the related Assignment and
Conveyance and annexed hereto as Exhibit A, such schedule setting forth the
following information with respect to each Mortgage Loan: (1) the Company's
Mortgage Loan identifying number; (2) the Mortgagor's and Co-Mortgagor's name;
(3) the street address of the Mortgaged Property including the city, state,





                                      -9-
<PAGE>

county, and the zip code; (4) the lot, block, and section numbers of the
Mortgaged Property; (5) a code indicating whether the loan was originated
through a correspondent, retail, or wholesale channel; (6) the broker
identification number; (7) a code indicating whether the Mortgaged Property is a
single family residence, a 2-4 family dwelling, a PUD, a townhouse or a unit in
a high-rise or low-rise condominium project; (8) the year in which the Mortgaged
Property was built; (9) the number of units for all Mortgaged Properties; (10)
the number of bedrooms and rents by unit; (11) the original months to maturity
or the remaining months to maturity from the related Cut-off Date, in any case
based on the original amortization schedule, and if different, the maturity
expressed in the same manner but based on the actual amortization schedule; (12)
a code indicating the lien status of the Mortgage Loan; (13) the Loan to Value
Ratio at origination; (14) the Combined Loan to Value Ratio at origination, if
applicable; (15) the Appraised Value and purchase price, if applicable, of the
Mortgaged Property; (16) the Mortgage Interest Rate at the time of origination;
(17) the Mortgage Interest Rate as of the related Cut-off Date; (18) the
application date of the Mortgage Loan; (19) the Mortgage Loan
approval/commitment date; (20) the origination date of the Mortgage Loan; (21)
the first payment date of the Mortgage Loan; (22) the stated maturity date of
the Mortgage Loan; (23) the amount of the Monthly Payment as of the related
Cut-off Date; (24) the amount of the Monthly Payment at the time of origination;
(25) the next actual Due Date of the Mortgage Loan; (26) a twelve month history
for the Mortgage Loan and the number of times thirty, sixty, and ninety days
delinquent in the past twelve months; (27) a code indicating the payment status
of the Mortgage Loan (i.e., bankruptcy, foreclosure, REO); (28) a twelve month
history for the prior Mortgage Loan and the number of times thirty, sixty, and
ninety days delinquent in the past twelve months; (29) the original principal
amount of the Mortgage Loan; (30) the original principal amount of any senior
Mortgage Loans; (31) whether such Mortgage Loan provides for a Prepayment
Penalty and, if applicable, the Prepayment Penalty period for such loans; (32)
the actual principal balance of the Mortgage Loan as of the close of business on
the related Cut-off Date, after deduction of payments of principal actually
collected on or before the related Cut-off Date; (33) the scheduled principal
balance of the Mortgage Loan as of the close of business on the related Cut-off
Date; after deduction of payments of principal due on or before the related
Cut-off Date, whether or not collected, if applicable; (34) the Mortgage Loan
purpose type; (35) the occupancy status of the Mortgaged Property at the time of
origination; (36) the Mortgagor's and Co-Mortgagor's FICO score; (37) a code
indicating the mortgage insurance provider (PMI or LPMI) and percent of
coverage, if applicable; (38) the mortgage insurance certificate number; a code
indicating the method of payment for mortgage insurance premiums and cost
(LPMI), if applicable; (39) the loan documentation type; (40) the back-end debt
to income ratio; (41) number of Mortgagors; (42) Mortgagor Social Security
Number; (43) co-Mortgagor Social Security Number; (44) Mortgagor date of birth;
(45) co-Mortgagor date of birth; (46) Mortgagor gender; (47) co-Mortgagor
gender; (48) Mortgagor race; (49) co-Mortgagor race; (50) combined annual
income; (51) a code indicating first time buyer; (52) the monthly Servicing Fee
Rate; (53) the tax service contract provider; (54) the flood insurance
certification contract provider; (55) the monthly tax and insurance payment; and
(56) the escrow balance as of the Cut-Off Date; (57) with respect to each
Adjustable Rate Mortgage Loan: (A) the first Adjustment Date and the Adjustment
Date frequency; (B) the Gross Margin; (C) the Maximum Mortgage Interest Rate
under the terms of the Mortgage Note; (D) the Minimum Mortgage Interest Rate
under the terms of the Mortgage Note; (E) the Initial Rate Cap and Periodic Rate
Cap; (F) the first Adjustment Date immediately following origination and the
related Cut-off Date; (G) the Index; (H) a code






                                      -10-
<PAGE>

indicating whether the type of adjustable rate mortgage loan (i.e., 3/1,
5/1/7/1, etc.); (I) the Lifetime Rate Cap; and (J) a code indicating whether the
Mortgage Loan is a Convertible Mortgage Loan. With respect to the Mortgage Loans
in each Mortgage Loan Package in the aggregate, the related Mortgage Loan
Schedule shall set forth the following information, as of the related Cut-off
Date: (1) the number of Mortgage Loans; (2) the current aggregate outstanding
principal balance of the Mortgage Loans; (3) the weighted average Mortgage
Interest Rate of the Mortgage Loans; and (4) the weighted average maturity of
the Mortgage Loans.

                  Mortgage Note: The note or other evidence of the indebtedness
of a Mortgagor secured by a Mortgage.

                  Mortgaged Property: The real property, improved by a
residential dwelling, securing repayment of the debt evidenced by a Mortgage
Note.

                  Mortgagor: The obligor on a Mortgage Note.

                  Nonrecoverable Advance: Any advance of principal and interest
previously made or proposed to be made in respect of a Mortgage Loan which, in
the good faith judgment of the Company, will not or, in the case of a proposed
advance of principal and interest, would not, be ultimately recoverable from
related Insurance Proceeds, Liquidation Proceeds or otherwise. The determination
by the Company that it has made a Nonrecoverable Advance or that any proposed
advance of principal and interest, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officers' Certificate delivered to the
Purchaser.

                  Officer's Certificate: A certificate signed by the Chairman of
the Board or the Vice Chairman of the Board or the President or a Vice President
or an assistant Vice President and by the Treasurer or the Secretary or one of
the Assistant Treasurers or Assistant Secretaries of the Company, and delivered
to the Purchaser as required by this Agreement.

                  Opinion of Counsel: A written opinion of counsel, who may be
an employee of the Company, reasonably acceptable to the Purchaser.

                  Pass-Through Transfer: The sale or transfer of some or all of
the Mortgage Loans to a trust to be formed as part of a publicly-issued or
privately placed, mortgage backed securities transaction.

                  Periodic Rate Cap: With respect to each Adjustable Rate
Mortgage Loan and any Adjustment Date therefor, the number of percentage points
set forth in the related Mortgage Loan Schedule and in the related Mortgage
Note, which is the maximum amount by which the Mortgage Interest Rate for such
Mortgage Loan may increase (without regard to the Maximum Mortgage Interest
Rate) or decrease (without regard to the Minimum Mortgage Interest Rate) on such
Adjustment Date from the Mortgage Interest Rate in effect immediately prior to
such Adjustment Date, which may be a different amount with respect to the first
Adjustment Date.

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




                                      -11-
<PAGE>

                  Pledge Instruments: With respect to each Co-op Loan, the Stock
Power, the Assignment of the Proprietary Lease, the Assignment of the Mortgage
Note and the Assignment of Lease Agreement.

                  PMI: PMI Mortgage Insurance Co., or any successor thereto.

                  PMI Policy: A policy of primary mortgage guaranty insurance
issued by a Qualified Insurer, as required by this Agreement with respect to
certain Mortgage Loans.

                  Prepayment Interest Shortfall Amount: With respect to any
Mortgage Loan that was subject to a Principal Prepayment in full or in part
during any Due Period, which Principal Prepayment was applied to such Mortgage
Loan prior to such Mortgage Loan's Due Date in such Due Period, the amount of
interest (net of the related Servicing Fee) that would have accrued on the
amount of such Principal Prepayment during the period commencing on the date as
of which such Principal Prepayment was applied to such Mortgage Loan and ending
on the day immediately preceding such Due Date, inclusive.

                  Prime Rate: The prime rate announced to be in effect from time
to time, as published as the average rate in the "Money Rates" section of The
Wall Street Journal.

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

                  Principal Prepayment Period: The month preceding the month in
which the related Remittance Date occurs.

                  Proprietary Lease: The lease on a Co-op Unit evidencing the
possessory interest of the owner of the Co-op Shares in such Co-op Unit.

                  Purchase Price: The price paid on the related Closing Date, by
the Purchaser to the Company pursuant to the related Trade Confirmation in
exchange for the Mortgage Loans purchased on such Closing Date as provided in
Section 2.05.

                  Purchase Price Percentage: The percentage of par used to
calculate the purchase price for the Mortgage Loans as set forth in the related
Trade Confirmation.

                  Purchaser: J.P. Morgan Mortgage Acquisition Corp., its
successor in interest or any successor to the Purchaser under this Agreement as
herein provided.

                  Qualified Depository: A depository the accounts of which are
insured by the FDIC through the BIF or the SAIF and the debt obligations of
which are rated AA or better by S&P and "Aa2" or better by Moody's.




                                      -12-
<PAGE>

                  Qualified Insurer: A mortgage guaranty insurance company duly
authorized and licensed where required by law to transact mortgage guaranty
insurance business and approved as an insurer by Fannie Mae or Freddie Mac.

                  Qualified Substitute Mortgage Loan: A mortgage loan eligible
to be substituted by the Company for a Deleted Mortgage Loan which must, on the
date of such substitution, (i) have an outstanding principal balance, after
deduction of all scheduled payments due in the month of substitution (or in the
case of a substitution of more than one mortgage loan for a Deleted Mortgage
Loan, an aggregate principal balance), not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) be the same type of Mortgage Loan
(i.e. fixed rate, or adjustable rate, with the same Gross Margin, Index,
Periodic Rate Cap and Lifetime Rate Cap as the Deleted Mortgage Loan); (iii)
have a Mortgage Loan Remittance Rate not less than and not more than 2% greater
than the Mortgage Loan Remittance Rate of the Deleted Mortgage Loan; (iv) have a
remaining term to maturity not greater than and not more than one year less than
that of the Deleted Mortgage Loan; and (v) comply with each representation and
warranty set forth in Sections 3.01 and 3.02.

                  Rating Agency: Any of Fitch, Moody's or S&P or their
respective successors designated by the Purchaser or any other nationally
recognized statistical credit rating agency rating any security issued in
connection with any Pass-Through Transfer.

                  Recognition Agreement: An agreement among a Co-op Corporation,
a lender and a Mortgagor with respect to a Co-op Loan whereby such parties (i)
acknowledge that such lender may make, or intends to make, such Co-op Loan, and
(ii) make certain agreements with respect to such Co-op Loan.

                  Reconstitution Agreements: The agreement or agreements entered
into by the Purchaser, the Company, Fannie Mae or Freddie Mac or certain third
parties on the Reconstitution Date(s) with respect to any or all of the Mortgage
Loans, in connection with a Pass-Through Transfer, Whole-Loan Transfer or an
Agency Transfer as set forth in Section 7.01, including, but not limited to, (i)
a Fannie Mae Mortgage Selling and Servicing Contract, a Pool Purchase Contract,
and any and all servicing agreements and tri-party agreements reasonably
required by Fannie Mae with respect to a Fannie Mae Transfer, (ii) a Purchase
Contract and all purchase documents associated therewith as set forth in the
Freddie Mac Sellers' & Servicers' Guide, and any and all servicing agreements
and tri-party agreements reasonably required by Freddie Mac with respect to a
Freddie Mac Transfer, and (iii) a Pooling and Servicing Agreement and/or a
subservicing/master servicing agreement and related custodial/trust agreement,
assignment and conveyance and related documents with respect to a Pass-Through
Transfer.

                  Reconstitution Date: The date or dates on which any or all of
the Mortgage Loans serviced under this Agreement shall be removed from this
Agreement and reconstituted as part of an Agency Transfer, Whole Loan Transfer
or a Pass-Through Transfer pursuant to Section 7.01 hereof. On such a date or
dates, the Mortgage Loans transferred shall cease to be covered by this
Agreement and the Company's servicing responsibilities shall cease under this
Agreement with respect to the related transferred Mortgage Loans.




                                      -13-
<PAGE>

                  Record Date: The close of business of the last Business Day of
the month preceding the month of the related Remittance Date.

                  Remittance Date: The 18th day (or if such 18th day is not a
Business Day, the first Business Day immediately preceding such day) of any
month, beginning with the First Remittance Date.

                  REO Disposition: The final sale by the Company of any REO
Property.

                  REO Disposition Proceeds: All amounts received with respect to
an REO Disposition pursuant to Section 4.16.

                  REO Property: A Mortgaged Property acquired by the Company on
behalf of the Purchaser through foreclosure or by deed in lieu of foreclosure,
as described in Section 4.16.

                  Repurchase Price: With respect to any Mortgage Loan, a price
equal to (i) (A) prior to the date which is three (3) months following the
related Closing Date, the product of the Stated Principal Balance of such
Mortgage Loan times the greater of (x) the Purchase Price Percentage, or (y)
100%, and (B) thereafter, the Stated Principal Balance of the Mortgage Loan plus
(ii) interest on such Stated Principal Balance at the Mortgage Loan Remittance
Rate from the date on which interest has last been paid and distributed to the
Purchaser to the last day of the month in which such repurchase occurs, less
amounts received or advanced in respect of such repurchased Mortgage Loan which
are being held in the Custodial Account for distribution in the month of
repurchase.

                  S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc.

                  SAIF: The Savings Association Insurance Fund, or any successor
thereto.

                  Sarbanes Certifying Party: A Person who provides certification
required under the Sarbanes-Oxley Act of 2002 in connection with a Pass-Through
Transfer or other securitization transaction.

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

                  Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and expenses other than Monthly Advances (including
reasonable attorneys' fees and disbursements) incurred in the performance by the
Company of its servicing obligations, including, but not limited to, the cost of
(a) the preservation, restoration and protection of the Mortgaged Property, (b)
any enforcement or judicial proceedings, including foreclosures, (c) the
management and liquidation of any REO Property and (d) compliance with the
obligations under Section 4.08.

                  Servicing Fee: With respect to each Mortgage Loan, the amount
of the annual fee the Purchaser shall pay to the Company, which shall, for a
period of one full month, be equal to one-twelfth of the product of (a) the
Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage
Loan. Such fee shall be payable monthly, computed on the basis of the same
principal amount and period respecting which any related interest payment on a
Mortgage Loan




                                      -14-
<PAGE>

is computed. The obligation of the Purchaser to pay the Servicing Fee is limited
to, and the Servicing Fee is payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds, to the
extent permitted by Section 4.05) of such Monthly Payment collected by the
Company, or as otherwise provided under Section 4.05.

                  Servicing Fee Rate: The per annum rate set forth in the
related Trade Confirmation.

                  Servicing File: With respect to each Mortgage Loan, the file
retained by the Company consisting of originals of all documents in the Mortgage
File which are not delivered to the Custodian and copies of the Mortgage Loan
Documents listed in Exhibit C the originals of which are delivered to the
Custodian pursuant to Section 2.01.

                  Servicing Guide: The Fannie Mae Servicing Guide or the Freddie
Mac Servicing Guide, as in existence on the date of the related sale or transfer
of Mortgage Loans to Fannie Mae or Freddie Mac, as applicable, as each may be
amended or supplemented in writing from time to time.

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

                  Stated Principal Balance: As to each Mortgage Loan, (i) the
principal balance of the Mortgage Loan at the related Cut-off Date after giving
effect to payments of principal due on or before such date, whether or not
received, minus (ii) all amounts previously distributed to the Purchaser with
respect to the related Mortgage Loan representing payments or recoveries of
principal or advances in lieu thereof.

                  Stock Certificate: With respect to a Co-op Loan, the
certificates evidencing ownership of the Co-op Shares issued by the Co-op
Corporation.

                  Stock Power: With respect to a Co-op Loan, an assignment of
the Stock Certificate or an assignment of the Co-op Shares issued by the Co-op
Corporation.

                  Subservicer: Any Subservicer which is subservicing the
Mortgage Loans pursuant to a Subservicing Agreement. Any subservicer shall meet
the qualifications set forth in Section 4.01.

                  Subservicing Agreement: An agreement between the Company and a
Subservicer for the servicing of the Mortgage Loans.

                  Trade Confirmation: With respect to any Mortgage Loan Package
purchased and sold on any Closing Date, the letter agreement between the
Purchaser and the Company (including any exhibits, schedules and attachments
thereto) setting forth the terms and conditions of such transaction and
describing the Mortgage Loans to be purchased by the Purchaser on such Closing
Date. A Trade Confirmation may relate to more than one Mortgage Loan Package to
be purchased on one or more Closing Dates hereunder.





                                      -15-
<PAGE>

                  Transfer Date: In the event the Company is terminated as
servicer of a Mortgage Loan pursuant to Article 10 or Article 11, the date on
which the Purchaser, or its designee, shall receive the transfer of servicing
responsibilities and begin to perform the servicing of such Mortgage Loans and
the Company shall cease all servicing responsibilities.

                  Underwriting Guidelines: The applicable underwriting
guidelines of the Company with respect to Mortgage Loans, attached as an Exhibit
to the Assignment and Conveyance.

                  Uniform Commercial Code: The Uniform Commercial Code as in
effect on the date hereof in the State of New York; provided that if by reason
of mandatory provisions of law, the perfection or the effect of perfection or
non-perfection of the security interest in any collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than New York,
"Uniform Commercial Code" shall mean the Uniform Commercial Code as in effect in
such other jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection.

                  VA: The United States Department of Veterans Administration,
and its successors.

                  VA Approved Lender: Those lenders which are approved by the VA
to act as a lender in connection with the origination of VA loans.

                  VA Guaranty Agreement: The obligation of the United States to
pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon
default of the Mortgagor pursuant to the Serviceman's Readjustment Act, as
amended.

                  VA Loan: A Mortgage Loan which is the subject of a VA Guaranty
Agreement as evidenced by a Loan Guaranty Certificate.

                  VA Regulations: Regulations promulgated by the Veterans
Administration pursuant to the Serviceman's Readjustment Act, as amended,
codified in 36 Code of Federal Regulations, and other VA issuances relating to
VA Loans, including related Handbooks, Circulars and Notices.

                  Weighted Average Net Coupon: The weighted average interest
rate of the Mortgage Loans, net of the Servicing Fee Rate.

                  Whole Loan Transfer: The sale or transfer by the Purchaser of
some or all of the Mortgage Loans in a whole loan or participation format
pursuant to a Reconstitution Agreement.





                                      -16-
<PAGE>


                                   ARTICLE II

           CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
                    BOOKS AND RECORDS; DELIVERY OF DOCUMENTS


                  Section 2.01 Conveyance of Mortgage Loans; Possession of
Mortgage Files; Maintenance of Servicing Files.

                  The Company agrees to sell and Purchaser agrees to purchase,
from time to time, those certain Mortgage Loans identified on the Mortgage Loan
Schedule annexed to the related Assignment and Conveyance as Exhibit A. The
Company, simultaneously with the payment of the Purchase Price shall execute and
deliver to the Purchaser an Assignment and Conveyance with respect to the
related Mortgage Loan Package(s) to be acquired hereunder, in the form attached
hereto as Exhibit L. Pursuant to Section 2.03, the Company, on or prior to the
date set forth in the related Trade Confirmation, shall have delivered the
Mortgage Loan Documents for each Mortgage Loan in the Mortgage Loan Package to
the Custodian. The Purchaser, on any Closing Date, shall be obligated to
purchase only the Mortgage Loans set forth in the related Mortgage Loan
Schedule, subject to the terms and conditions of this Agreement and the related
Trade Confirmation.

                  The contents of each Mortgage File not delivered to the
Custodian are and shall be held in trust by the Company for the benefit of the
Purchaser as the owner thereof. The Company shall maintain a Servicing File
consisting of a copy of the contents of each Mortgage File and the originals of
the documents in each Mortgage File not delivered to the Custodian. The
possession of each Servicing File by the Company is at the will of the Purchaser
for the sole purpose of servicing the related Mortgage Loan, and such retention
and possession by the Company is in a custodial capacity only. Upon the sale of
the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and
the related Mortgage File and Servicing File shall vest immediately in the
Purchaser, and the ownership of all records and documents with respect to the
related Mortgage Loan prepared by or which come into the possession of the
Company shall vest immediately in the Purchaser and shall be retained and
maintained by the Company, in trust, at the will of the Purchaser and only in
such custodial capacity. Each Servicing File shall be segregated from the other
books and records of the Company and shall be marked appropriately to reflect
clearly the sale of the related Mortgage Loan to the Purchaser. The Company
shall release its custody of the contents of any Servicing File only in
accordance with written instructions from the Purchaser, unless such release is
required as incidental to the Company's servicing of the Mortgage Loans or is in
connection with a repurchase of any Mortgage Loan pursuant to Section 3.03 or
6.02.

                  Section 2.02 Purchase Price.

                  On the related Closing Date, Purchaser shall pay to the
Company the Purchase Price set forth in the applicable Trade Confirmation for
the related Mortgage Loan Package. The purchase price shall be adjusted in
accordance with the related Trade Confirmation to extent required.




                                      -17-
<PAGE>

                  The payment by Purchaser shall be made by wire transfer before
4:00 pm, Eastern Time, in immediately available funds to an account designated
by Company. If any miscalculation is reflected in the purchase price for the
Mortgage Loans, the party benefiting from such error shall pay an amount
sufficient to correct the error. The Purchaser shall own and be entitled to
receive with respect to each Mortgage Loan purchased, (1) all scheduled
principal due after the Cut-off Date, (2) all other recoveries of principal
collected after the Cut-off Date (provided, however, that all scheduled payments
of principal due on or before the Cut-off Date and collected by the Company
after the Cut-off Date shall belong to the Company), and (3) all payments of
interest on the Mortgage Loans minus that portion of any such interest payment
that is allocable to the period prior to the Cut-off Date. The Unpaid Principal
Balance of each Mortgage Loan as of the Cut-off Date is determined after
application to the reduction of principal of payments of principal due on or
before the Cut-off Date whether or not collected. Therefore, for the purposes of
this Agreement, payments of scheduled principal and interest prepaid for a Due
Date beyond the Cut-off Date shall not be applied to the principal balance as of
the Cut-off Date. Such prepaid amounts shall be the property of the Purchaser.
All payments of principal and interest due on a Due Date following the Cut-off
Date shall belong to the Purchaser.

                  Section 2.03 Books and Records; Transfers of Mortgage Loans.

                  From and after each sale of the Mortgage Loans to the
Purchaser all rights arising out of the Mortgage Loans in a Mortgage Loan
Package including but not limited to all funds received on or in connection with
the Mortgage Loans, shall be received and held by the Company in trust for the
benefit of the Purchaser as owner of such Mortgage Loans, and the Company shall
retain record title to the related Mortgages for the sole purpose of
facilitating the servicing and the supervision of the servicing of the Mortgage
Loans.

                  The sale of each Mortgage Loan in a Mortgage Loan Package
shall be reflected on the Company's balance sheet and other financial statements
as a sale of assets by the Company. The Company shall be responsible for
maintaining, and shall maintain, a complete set of books and records for each
Mortgage Loan which shall be marked clearly to reflect the ownership of each
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its
possession, available for inspection by the Purchaser, or its designee and shall
deliver to the Purchaser upon demand, evidence of compliance with all federal,
state and local laws, rules and regulations, and requirements of Fannie Mae or
Freddie Mac, as applicable, including but not limited to documentation as to the
method used in determining the applicability of the provisions of the Flood
Disaster Protection Act of 1973, as amended, to the Mortgaged Property,
documentation evidencing insurance coverage and eligibility of any condominium
project for approval by Fannie Mae and periodic inspection reports as required
by Section 4.13. To the extent that original documents are not required for
purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents
maintained by the Company may be in the form of microfilm or microfiche or such
other reliable means of recreating original documents, including but not limited
to, optical imagery techniques so long as the Company complies with the
requirements of the Fannie Mae Selling and Servicing Guide, as amended from time
to time.

                  The Company shall maintain with respect to each Mortgage Loan
and shall make available for inspection by any Purchaser or its designee the
related Servicing File during the





                                      -18-
<PAGE>

time the Purchaser retains ownership of a Mortgage Loan and thereafter in
accordance with applicable laws and regulations.

                  The Company shall keep at its servicing office books and
records in which, subject to such reasonable regulations as it may prescribe,
the Company shall note transfers of Mortgage Loans. For the purposes of this
Agreement, the Company shall be under no obligation to deal with any person with
respect to this Agreement or the Mortgage Loans unless the books and records
show such person as the owner of the Mortgage Loan. The Purchaser may sell and
transfer one or more of the Mortgage Loans, provided, however, that (i) the
transferee will not be deemed to be a Purchaser hereunder binding upon the
Company unless such transferee shall agree in writing to be bound by the terms
of this Agreement and an original counterpart of the instrument of transfer and
an assignment and assumption of this Agreement executed by the transferee shall
have been delivered to the Company, and (ii) with respect to each Mortgage Loan
Package (excluding any delinquent Mortgage Loans), in no event shall there be
more than three Persons, unless otherwise set forth in the Trade Confirmation or
the related Assignment and Conveyance, at any given time having the status of
"Purchaser" hereunder. The Purchaser also shall advise the Company of the
transfer. Upon receipt of notice of the transfer, the Company shall mark its
books and records to reflect the ownership of the Mortgage Loans of such
assignee, and shall release the previous Purchaser from its obligations
hereunder with respect to the Mortgage Loans sold or transferred.

                  Section 2.04 Delivery of Documents.

                  The Company shall deliver the Mortgage Loan Schedule to the
Purchaser at least five (5) Business Days prior to the Closing Date.

                  On or before the date which is seven Business Days prior to
the related Trade Confirmation, the Company shall deliver and release to the
Custodian those Mortgage Loan Documents as required by this Agreement with
respect to each Mortgage Loan in the related Mortgage Loan Package a list of
which is attached to the related Assignment and Conveyance.

                  On or prior to the related Closing Date, the Custodian shall
certify its receipt of all such Mortgage Loan Documents required to be delivered
pursuant to the relevant Custodial Agreement, as evidenced by the initial trust
receipt of the Custodian in the form annexed to the Custodial Agreement (other
than those Mortgage Loan Documents Listed on a document exception report
attached thereto). Purchaser shall pay all fees and expenses of the Custodian.

                  The Company shall forward to the Custodian original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one
week of their execution, provided, however, that the Company shall provide the
Custodian with a certified true copy of any such document submitted for
recordation within one week 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 sixty days of its submission for recordation.




                                      -19-
<PAGE>

                  To the extent that any Mortgage Loan Documents have been
delivered for recording and have not yet been returned to the Company by the
applicable recording office, in the event that such original or copy of any
document submitted for recordation to the appropriate public recording office is
not so delivered to the Purchaser or its designee within 180 days following the
Closing Date, and in the event that the Company does not cure such failure
within sixty (60) days after receipt of written notification of such failure
from the Purchaser, the related Mortgage Loan shall, upon the request of the
Purchaser, be repurchased by the Company at a price and in the manner specified
in Section 3.03. The foregoing repurchase obligation shall not apply in the
event the Company cannot deliver such original or clerk-certified copy of any
document submitted for recordation to the appropriate public recording office
within the specified period due to a delay caused by the recording office in the
applicable jurisdiction; provided that the Company shall instead deliver a
recording receipt of such recording office or, if such recording receipt is not
available, an officer's certificate of a servicing officer of the Company,
confirming that such document has been accepted for recording and that the
Company shall immediately deliver such document upon receipt; and, provided,
further, that if the Company cannot deliver such original or clerk-certified
copy of any document submitted for recordation to the appropriate public
recording office within the specified time for any reason within twelve (12)
months after receipt of written notification of such failure from the Purchaser,
the Company shall repurchase the related Mortgage Loan at the price and in the
manner specified in Section 3.03.

                  Section 2.05 Closing Documents.

                  (a) On or before the initial Closing Date, the Company shall
submit to the Purchaser fully executed originals of the following documents:

                  (i) this Agreement, in two counterparts;

                  (ii) an Officer's Certificate, in the form of Exhibit I
         hereto, including all attachments thereto;

                  (iii) if requested by Purchaser, an Opinion of Counsel to the
         Company, in the form of Exhibit J hereto;

                  (b) The Closing Documents for each Mortgage Loan Package to be
purchased on each Closing Date (including the initial Closing Date) shall
consist of fully executed originals of the following documents:

                  (i) the related Trade Confirmation;

                  (ii) an Officer's Certificate, in the form of Exhibit I
         hereto, including all attachments thereto;

                  (iii) if requested by the Purchaser, an Opinion of Counsel to
         the Company, in the form of Exhibit J hereto;

                  (iv) the Mortgage Loan Schedule, one copy to be attached
         hereto;




                                      -20-
<PAGE>

                  (v) if any of the Mortgage Loans has at any time been subject
         to any security interest, pledge or hypothecation for the benefit of
         any Person, a Security Release Certification, in the form of Exhibit K
         hereto, executed by such Person; and

                  (vi) a certificate or other evidence of merger or change of
         name, signed or stamped by the applicable regulatory authority, if any
         of the Mortgage Loans were acquired by the Company by merger or
         acquired or originated by the Company while conducting business under a
         name other than its present name, if applicable;

                  (vii) an Assignment and Conveyance, in the form of Exhibit L
         hereto.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES;
                               REMEDIES AND BREACH

                  Section 3.01 Company Representations and Warranties.

                  The Company represents and warrants to the Purchaser that as
of each Closing Date or as of such date specifically provided herein:

                  (a) Due Organization and Authority. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Ohio and has all licenses necessary to carry on its business as
now being conducted and is licensed, qualified and in good standing in each
state where a Mortgaged Property is located if the laws of such state require
licensing or qualification in order to conduct business of the type conducted by
the Company, and in any event the Company is in compliance with the laws of any
such state to the extent necessary to ensure the enforceability of the related
Mortgage Loan and the servicing of such Mortgage Loan in accordance with the
terms of this Agreement; the Company has the full corporate power and authority
to hold each Mortgage Loan, to sell each Mortgage Loan and 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 the Company and the
consummation of the transactions contemplated hereby have been duly and validly
authorized; this Agreement evidences the valid, binding and enforceable
obligation of the Company; and all requisite corporate action has been taken by
the Company to make this Agreement valid and binding upon the Company in
accordance with its terms;

                  (b) Ordinary Course of Business. The consummation of the
transactions contemplated by this Agreement are in the ordinary course of
business of the Company, and the transfer, assignment and conveyance of the
Mortgage Notes and the Mortgages by the Company pursuant to this Agreement are
not subject to the bulk transfer or any similar statutory provisions in effect
in any applicable jurisdiction;

                  (c) No Conflicts. Neither the execution and delivery of this
Agreement, the acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage Loans to the Purchaser or the transactions contemplated hereby, nor the
fulfillment of or compliance with the





                                      -21-
<PAGE>

terms and conditions of this Agreement, will conflict with or result in a breach
of any of the terms, conditions or provisions of the Company's charter or
by-laws or any legal restriction or any agreement or instrument to which the
Company is now a party or by which it is bound, or constitute a default or
result in an acceleration under any of the foregoing, or result in the violation
of any law, rule, regulation, order, judgment or decree to which the Company or
its property is subject, or impair the ability of the Purchaser to realize on
the Mortgage Loans, or impair the value of the Mortgage Loans;

                  (d) Ability to Service. The Company is an approved
seller/servicer of conventional residential mortgage loans for Fannie Mae or
Freddie Mac, with the facilities, procedures, and experienced personnel
necessary for the sound servicing of mortgage loans of the same type as the
Mortgage Loans. The Company is in good standing to sell mortgage loans to and
service mortgage loans for Fannie Mae or Freddie Mac, and no event has occurred,
including but not limited to a change in insurance coverage, which would make
the Company unable to comply with Fannie Mae or Freddie Mac eligibility
requirements or which would require notification to either Fannie Mae or Freddie
Mac;

                  (e) Reasonable Servicing Fee. The Company acknowledges and
agrees that the Servicing Fee, as calculated at the Servicing Fee Rate,
represents reasonable compensation for performing such services and that the
entire Servicing Fee shall be treated by the Company, for accounting and tax
purposes, as compensation for the servicing and administration of the Mortgage
Loans pursuant to this Agreement.

                  (f) Ability to Perform. The Company 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. The Company is solvent and will not be
rendered insolvent by the consummation of the transactions contemplated hereby.
The sale of the Mortgage Loans is not undertaken to hinder, delay or defraud any
of the Company's creditors;

                  (g) No Litigation Pending. There is no action, suit,
proceeding or investigation pending or to the best of the Company's knowledge
threatened against the Company which, either in any one instance or in the
aggregate, may result in any material adverse change in the business,
operations, financial condition, properties or assets of the Company, or in any
material impairment of the right or ability of the Company to carry on its
business substantially as now conducted, or in any material liability on the
part of the Company, or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Company contemplated herein, or which
would be likely to impair materially the ability of the Company to perform under
the terms of this Agreement;

                  (h) No Consent Required. No consent, approval, authorization
or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Company of or compliance by the
Company with this Agreement or the sale of the Mortgage Loans as evidenced by
the consummation of the transactions contemplated by this Agreement, or if
required, such approval has been obtained prior to the related Closing Date;




                                      -22-
<PAGE>

                  (i) Selection Process. The Mortgage Loans were selected from
among the outstanding fixed rate or adjustable rate one to four-family mortgage
loans in the Company's portfolio at the related Closing Date as to which the
representations and warranties set forth in Section 3.02 could be made and such
selection was not made in a manner so as to affect adversely the interests of
the Purchaser;

                  (j) Pool Characteristics. With respect to each Mortgage Loan
Package, the Mortgage Loan characteristics set forth on the related Mortgage
Loan Schedule attached to the related Assignment and Conveyance are true and
complete;

                  (k) No Untrue Information. Neither this Agreement nor any
statement, report or other document furnished or to be furnished pursuant to
this Agreement or in connection with the transactions contemplated hereby
contains any untrue statement of fact or omits to state a fact necessary to make
the statements contained therein not misleading;

                  (l) Sale Treatment. The disposition of the Mortgage Loans
shall be treated as a sale on the books and records of the Company. The Company
has determined that the disposition of the Mortgage Loans pursuant to this
Agreement will be afforded sale treatment for accounting and tax purposes. The
Company shall maintain a complete set of books and records for each Mortgage
Loan, which shall be clearly marked to reflect the ownership of such Mortgage
Loan;

                  (m) Financial Statements. The Company has delivered to the
Purchaser financial statements as to its last three complete fiscal years and
any later quarter ended more than 60 days prior to the execution of this
Agreement. All such financial statements fairly present the pertinent results of
operations and changes in financial position at the end of each such period of
the Company and its subsidiaries and have been prepared in accordance with
generally accepted accounting principles consistently applied throughout the
periods involved, except as set forth in the notes thereto. There has been no
change in the business, operations, financial condition, properties or assets of
the Company since the date of the Company's financial statements that would have
a material adverse effect on its ability to perform its obligations under this
Agreement. The Company has completed any forms requested by the Purchaser in a
timely manner and in accordance with the provided instructions;

                  (n) No Brokers' Fees. The Company has not dealt with any
broker, investment banker, agent or other person that may be entitled to any
commission or compensation in connection with the sale of the Mortgage Loans;

                  (o) Origination. The Company's decision to originate any
mortgage loan or to deny any mortgage loan application is an independent
decision based upon Company's Underwriting Guidelines, and is in no way made as
a result of Purchaser's decision to purchase, or not to purchase, or the price
Purchaser may offer to pay for, any such mortgage loan, if originated; and

                  (p) Fair Consideration. The consideration received by the
Company upon the sale of the Mortgage Loans under this Agreement constitutes
fair consideration and reasonably equivalent value for the Mortgage Loans;



                                      -23-
<PAGE>

                  Section 3.02 Representations and Warranties Regarding
Individual Mortgage Loans.

                  As to each Mortgage Loan, the Company hereby represents and
warrants to the Purchaser that as of the related Closing Date:

                  (a) Mortgage Loans as Described. The information set forth in
the related Mortgage Loan Schedule and the tape delivered by the Company to the
Purchaser is complete, true and correct as of the Cut-off Date;

                  (b) Payments Current. All payments required to be made up to
the related Closing Date for each Mortgage Loan under the terms of the Mortgage
Note have been made and credited. No payment required under the Mortgage Loan
has been 30 or more days delinquent at any time in the 12 months preceding the
related Closing Date. The first three Monthly Payments after the relevant
Cut-off shall be made with respect to the Mortgage Loan within the month in
which it is due, all in accordance with the terms of the related Mortgage Note;
and, if the Mortgage Loan is a Co-op Loan, no foreclosure action or private or
public sale under the Uniform Commercial Code has ever been threatened or
commenced with respect to the Co-op Loan;

                  (c) No Outstanding Charges. There are no defaults in complying
with the terms of the Mortgages, and all taxes, governmental assessments,
insurance premiums, ground rents, leasehold payments, water, sewer and municipal
charges, leasehold payments or ground rents which previously became due and
owing have been paid, or an escrow of funds has been established in an amount
sufficient to pay for every such item which remains unpaid and which has been
assessed but is not yet due and payable. The Company has not advanced funds, or
induced, solicited or knowingly received any advance of funds by a party other
than the Mortgagor, directly or indirectly, for the payment of any amount
required under the Mortgage Loan, except for interest accruing from the date of
the Mortgage Note or date of disbursement of the Mortgage Loan proceeds,
whichever is greater, to the day which precedes by one month the Due Date of the
first installment of principal and interest;

                  (d) Original Terms Unmodified. The terms of the Mortgage Note
and Mortgage (and the Proprietary Lease and the Pledge Instruments with respect
to each Co-op Loan,) have not been impaired, waived, altered or modified in any
respect, except by a written instrument which has been recorded, if necessary to
protect the interests of the Purchaser and which has been delivered to the
Custodian. The substance of any such waiver, alteration or modification has been
approved FHA or VA, as applicable, or the issuer of any related PMI Policy and
the title insurer, to the extent required by the policy, and its terms are
reflected on the related Mortgage Loan Schedule. No instrument of waiver,
alteration or modification has been executed, and no Mortgagor has been
released, in whole or in part, except in connection with an assumption agreement
approved by the issuer of any related PMI Policy and the title insurer, to the
extent required by the policy, and which assumption agreement is part of the
Mortgage Loan File delivered to the Custodian and the terms of which are
reflected in the related Mortgage Loan Schedule;



                                      -24-
<PAGE>

                  (e) No Defenses. The Mortgage Note and the Mortgage related to
such Mortgage Loan (and the Assignment of Lease Agreement related to each Co-op
Loan) are not subject to any right of rescission, set-off, counterclaim or
defense, including without limitation the defense of usury, nor will the
operation of any of the terms of the Mortgage Note or the Mortgage, or the
exercise of any right thereunder, render either the Mortgage Note or the
Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including without limitation the
defense of usury, and no such right of rescission, set-off, counterclaim or
defense has been asserted with respect thereto, and no Mortgagor was a debtor in
any state or federal bankruptcy or insolvency proceeding at the time the
Mortgage Loan was originated or as of the date hereof;

                  (f) Hazard Insurance. All buildings or other improvements upon
the Mortgaged Property are insured by a generally acceptable insurer against
loss by fire, hazards of extended coverage and such other hazards as are
customary in the area where the Mortgaged Property is located pursuant to
insurance policies conforming to the requirements of Section 4.10. If the
Mortgaged Property is in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available) a flood insurance policy meeting the
requirements of the current guidelines of the Federal Flood Insurance
Administration is in effect which policy conforms to the requirements of Section
4.10. All individual insurance policies contain a standard mortgagee clause
naming the Company and its successors and assigns as mortgagee, and all premiums
thereon have been paid. The Mortgage obligates the Mortgagor thereunder to
maintain the hazard insurance policy at the Mortgagor's cost and expense, and on
the Mortgagor's failure to do so, authorizes the holder of the Mortgage to
obtain and maintain such insurance at such Mortgagor's cost and expense, and to
seek reimbursement therefor from the Mortgagor. Where required by state law or
regulation, the Mortgagor has been given an opportunity to choose the carrier of
the required hazard insurance, provided the policy is not a "master" or
"blanket" hazard insurance policy covering the common facilities of a planned
unit development. The hazard insurance policy is the valid and binding
obligation of the insurer, is in full force and effect, and will be in full
force and effect and inure to the benefit of the Purchaser upon the consummation
of the transactions contemplated by this Agreement. The Company has not engaged
in, and has no knowledge of the Mortgagor, any Subservicer or any prior
originator or subservicer having engaged in, any act or omission which would
impair the coverage of any such policy, the benefits of the endorsement provided
for herein, or the validity and binding effect of either, including without
limitation, no unlawful fee, unlawful commission, unlawful kickback or other
unlawful compensation or value of any kind has been or will be received,
retained or realized by any attorney, firm or other person or entity, and no
such unlawful items have been received, retained or realized by the Company;

                  (g) Compliance with Applicable Laws. Any and all requirements
of any federal, state or local law including, without limitation, usury,
truth-in-lending, real estate settlement procedures, consumer credit protection,
predatory, equal credit opportunity, fair lending or disclosure laws applicable
to the Mortgage Loan have been complied with, and the Company shall maintain in
its possession, available for the Purchaser's inspection, and shall deliver to
the Purchaser upon demand, evidence of compliance with all such requirements;




                                      -25-
<PAGE>

                  (h) No Satisfaction of Mortgage. The Mortgage has not been
satisfied, canceled, subordinated or rescinded, in whole or in part, and the
Mortgaged Property has not been released from the lien of the Mortgage, in whole
or in part, nor has any instrument been executed that would effect any such
release, cancellation, subordination or rescission. The Company has not waived
the performance by the Mortgagor of any action, if the Mortgagor's failure to
perform such action would cause the Mortgage Loan to be in default, nor has the
Company waived any default resulting from any action or inaction by the
Mortgagor;

                  (i) Location and Type of Mortgaged Property. The Mortgaged
Property is a fee simple or leasehold property located in the state identified
in the related Mortgage Loan Schedule and consists of a parcel of real property
with a detached single family residence erected thereon, or a two- to
four-family dwelling, or an individual condominium unit in a low-rise
condominium project, or an individual unit in a planned unit development,
provided, however, that any condominium project or planned unit development
shall conform with the Company's Underwriting Guidelines regarding such
dwellings, and no residence or dwelling is a mobile home or a manufactured
dwelling. No portion of the Mortgaged Property is used for commercial purposes;

                  (j) Valid First Lien. The Mortgage is a valid, subsisting,
enforceable and perfected first lien on the Mortgaged Property, including all
buildings and improvements on the Mortgaged Property, and all additions,
alterations and replacements made at any time with respect to the foregoing. The
lien of the Mortgage is subject only to:

                  (1) the lien of current real property taxes and assessments
         not yet due and payable;

                  (2) covenants, conditions and restrictions, rights of way,
         easements and other matters of the public record as of the date of
         recording acceptable to mortgage lending institutions generally and
         specifically referred to in the lender's title insurance policy
         delivered to the originator of the Mortgage Loan and (i) referred to or
         to otherwise considered in the appraisal made for the originator of the
         Mortgage Loan or (ii) which do not adversely affect the Appraised Value
         of the Mortgaged Property set forth in such appraisal; and

                  (3) other matters to which like properties are commonly
         subject which do not materially interfere with the benefits of the
         security intended to be provided by the mortgage or the use, enjoyment,
         value or marketability of the related Mortgaged Property.

Any security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a valid,
subsisting and enforceable first lien and first priority security interest on
the property described therein and the Company has full right to sell and assign
the same to the Purchaser. The Mortgaged Property was not, as of the date of
origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to
secured debt or other security instrument creating a lien subordinate to the
lien of the Mortgage; with respect to each Co-op Loan, each Assignment of Lease
Agreement creates a valid, enforceable and subsisting first security interest in
the collateral securing the related Mortgage





                                      -26-
<PAGE>

Note subject only to (a) the lien of the related Co-op Corporation for unpaid
assessments representing the obligor's pro rata share of the Co-op Corporation's
payments for its blanket mortgage, current and future real property taxes,
insurance premiums, maintenance fees and other assessments to which like
collateral is commonly subject and (b) other matters to which like collateral is
commonly subject which do not materially interfere with the benefits of the
security intended to be provided by the Assignment of Lease Agreement; provided,
however, that the appurtenant Proprietary Lease may be subordinated or otherwise
subject to the lien of any mortgage on the Co-op Project;

                  (k) Validity of Mortgage Documents. The Mortgage Note and the
Mortgage (and the Assignment of Lease Agreement with respect to each Co-op Loan)
are genuine, and each is the legal, valid and binding obligation of the maker
thereof enforceable in accordance with its terms. All parties to the Mortgage
Note and the Mortgage and any other related agreement had legal capacity to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note and
the Mortgage and any other related agreement, and the Mortgage Note and the
Mortgage have been duly and properly executed by such parties; with respect to
each Co-op Loan, all parties to the Mortgage Note and the Mortgage Loan had
legal capacity to execute and deliver the Mortgage Note, the Assignment of Lease
Agreement, the Proprietary Lease, the Stock Power, the Recognition Agreement,
the Financing Statement and the Assignment of Proprietary Lease and such
documents have been duly and properly executed by such parties; each Stock Power
(i) has all signatures guaranteed or (ii) if all signatures are not guaranteed,
then such Co-op Shares will be transferred by the stock transfer agent of the
Co-op Corporation if the Company undertakes to convert the ownership of the
collateral securing the related Co-op Loan; The documents, instruments and
agreements submitted for loan underwriting were not falsified and contain no
untrue statement of material fact or omit to state a material fact required to
be stated therein or necessary to make the information and statements therein
not misleading. No fraud was committed in connection with the origination of the
Mortgage Loan. The Company has reviewed all of the documents constituting the
Servicing File and has made such inquiries as it deems necessary to make and
confirm the accuracy of the representations set forth herein;

                  (l) Full Disbursement of Proceeds. The Mortgage Loan has been
closed and the proceeds of the Mortgage Loan have been fully disbursed and there
is no requirement for future advances thereunder, and any and all requirements
as to completion of any on-site or off-site improvement and as to disbursements
of any escrow funds therefor have been complied with. All costs, fees and
expenses incurred in making or closing the Mortgage Loan and the recording of
the Mortgage were paid, and the Mortgagor is not entitled to any refund of any
amounts paid or due under the Mortgage Note or Mortgage;

                  (m) Ownership. The Company is the sole owner of record and
holder of the Mortgage Loan. The Mortgage Loan is not assigned or pledged, and
the Company has good and marketable title thereto (and with respect to any Co-op
Loan, the sole owner of the related Assignment of Lease Agreement), and has full
right to transfer and sell the Mortgage Loan therein to the Purchaser free and
clear of any encumbrance, equity, participation interest, lien, pledge, charge,
claim or security interest, and has full right and authority subject to no
interest or participation of, or agreement with, any other party, to sell and
assign each Mortgage Loan pursuant to this Agreement;




                                      -27-
<PAGE>

                  (n) Doing Business. All parties which have had any interest in
the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are
(or, during the period in which they held and disposed of such interest, were)
(1) in compliance with any and all applicable licensing requirements of the laws
of the state wherein the Mortgaged Property is located, and any qualification
requirements of FHA, GNMA or VA as applicable and (2) (a) organized under the
laws of such state, (b) qualified to do business in such state, (c) federal
savings and loan associations or national banks having principal offices in such
state, or (d) not doing business in such state;

                  (o) LTV, PMI Policy. No Mortgage Loan has a LTV equal to or
greater than 95%. The original LTV of the Mortgage Loan either was not more than
80% or (i) the excess over 75% is and will be insured as to payment defaults by
a PMI Policy until the LTV of such Mortgage Loan is reduced to 80%, or (ii) is
subject to an LPMI Policy, which will stay in effect for the life of the
Mortgage Loan; provided that, a Primary Mortgage Insurance Policy will not be
required for any Co-op Loan if (i) the proceeds of such Co-op Loan were used to
purchase a Co-op Unit at the "insider's price" when the building was converted
to a Co-op Corporation, (ii) the value of the Co-op Unit for purposes of
establishing the LTV at origination was such "insider's price", (iii) the
principal amount of the Co-op Loan at origination was not more than 100% of such
"insider's price" and (iv) the LTV at origination, as calculated using the
Appraised Value at origination, was less than or equal to 80%. All provisions of
such PMI Policy have been and are being complied with, such policy is in full
force and effect, and all premiums due thereunder have been paid. Unless the PMI
Policy for a Mortgage Loan was either cancelled upon Mortgagor request or
terminated, in either case in accordance with applicable law or the requirements
of Fannie Mae, all provisions of such PMI Policy have been and are being
complied with, such policy is in full force and effect, and all premiums due
thereunder have been paid. No Mortgage Loan requires payment of such premiums,
in whole or in part by the Purchaser. No action, inaction, or event has occurred
and no state of facts exists that has, or will result in the exclusion from,
denial of, or defense to coverage. Any Mortgage Loan subject to a PMI Policy
obligates the Mortgagor thereunder to maintain the PMI Policy and to pay all
premiums and charges in connection therewith; provided, that, with respect to
LPMI Loans, the Company is obligated thereunder to maintain the LPMI Policy and
to pay all premiums and charges in connection therewith. The Mortgage Interest
Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is
net of any such insurance premium;

                  (p) Title Insurance. The Mortgage Loan is covered by either
(i) an attorney's opinion of title and abstract of title the form and substance
of which is acceptable to mortgage lending institutions making mortgage loans in
the area where the Mortgaged Property is located or (ii) an ALTA lender's title
insurance policy or other generally acceptable form of policy of insurance
acceptable to Fannie Mae, Freddie Mac, GNMA, FHA, VA as applicable, issued by a
title insurer acceptable to Fannie Mae, Freddie Mac, GNMA, FHA, VA as
applicable, and qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring the Company, its successors and assigns, as to the
first priority lien of the Mortgage in the original principal amount of the
Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and
(3) of paragraph (j) of this Section 3.02. Where required by state law or
regulation, the Mortgagor has been given the opportunity to choose the carrier
of the required mortgage title insurance. Additionally, such lender's title
insurance policy affirmatively insures ingress and egress, and against
encroachments by or upon the Mortgaged Property or any interest therein.





                                      -28-
<PAGE>

The Company is the sole insured of such lender's title insurance policy, and
such lender's title insurance policy is in full force and effect and will be in
force and effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such lender's title insurance policy,
and no prior holder of the Mortgage, including the Company, has done, by act or
omission, anything which would impair the coverage of such lender's title
insurance policy including without limitation, no unlawful fee, commission,
kickback or other unlawful compensation or value of any kind has been or will be
received, retained or realized by any attorney, firm or other person or entity,
and no such unlawful items have been received, retained or realized by the
Company;

                  (q) No Defaults. There is no default, breach, violation or
event of acceleration existing under the Mortgage or the Mortgage Note and no
event which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or event of
acceleration, and neither the Company nor its predecessors have waived any
default, breach, violation or event of acceleration; and with respect to each
Co-op Loan, there is no default in complying with the terms of the Mortgage
Note, the Assignment of Lease Agreement and the Proprietary Lease and all
maintenance charges and assessments (including assessments payable in the future
installments, which previously became due and owing) have been paid, and the
Company has the right under the terms of the Mortgage Note, Assignment of Lease
Agreement and Recognition Agreement to pay any maintenance charges or
assessments owed by the Mortgagor

                  (r) No Mechanics' Liens. There are no mechanics' or similar
liens or claims which have been filed for work, labor or material (and no rights
are outstanding that under the law could give rise to such liens) affecting the
related Mortgaged Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage;

                  (s) Location of Improvements; No Encroachments. All
improvements which were considered in determining the Appraised Value of the
Mortgaged Property lay wholly within the boundaries and building restriction
lines of the Mortgaged Property and no improvements on adjoining properties
encroach upon the Mortgaged Property. No improvement located on or being part of
the Mortgaged Property is in violation of any applicable zoning law or
regulation;

                  (t) Origination: Payment Terms. Such Mortgage Loan was
originated by a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National Housing Act, a
savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or other similar institution which is supervised and examined
by a federal or state authority and has not been sold to any Person other than
the Company and the Purchaser, except as evidenced by an Assignment of Mortgage.
The Mortgage Note is payable each month in equal monthly installments of
principal and interest. The Mortgage Interest Rate and, with respect to any
Adjustable Rate Mortgage Loan, the Lifetime Rate Cap, the Periodic Cap, and the
Adjustment Date with respect Adjustable Rate Mortgage Loans, are subject to
change due to the adjustments to the Mortgage Interest Rate on each Adjustment
Date, with interest calculated and payable in arrears, sufficient to amortize
the Mortgage Loan fully by the stated maturity date, over an original term of
not more than thirty years from commencement of amortization. There is no
negative amortization; unless otherwise




                                      -29-
<PAGE>

specified on the related Mortgage Loan Schedule, the Mortgage Loan is payable on
the first day of each month.

                  (u) Customary Provisions. The Mortgage contains customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of the
benefits of the security provided thereby, including, (i) in the case of a
Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by
judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and
foreclosure on, or trustee's sale of, the Mortgaged Property pursuant to the
proper procedures, the holder of the Mortgage Loan will be able to deliver good
and merchantable title to the Mortgaged Property. There is no homestead or other
exemption available to a Mortgagor which would interfere with the right to sell
the Mortgaged Property at a trustee's sale or the right to foreclose the
Mortgage;

                  (v) Conformance with Underwriting Guidelines. The Mortgage
Loan was underwritten in accordance with the Company's Underwriting Guidelines
in effect at the time the Mortgage Loan was originated. The Mortgage Loan is in
conformity with the standards of Freddie Mac or Fannie Mae under one of their
respective home mortgage purchase programs. (except that the principal balance
of certain Mortgage Loans may have exceeded the limits of Fannie Mae and Freddie
Mac) and the Mortgage Note and Mortgage are on forms acceptable to Freddie Mac
or Fannie Mae;

                  (w) Occupancy of the Mortgaged Property. As of the related
Closing Date the Mortgaged Property (or with respect to a Co-op Loan, the
related Co-op Unit) is lawfully occupied under applicable law. All inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property (or with respect to a Co-op Loan,
the related Co-op Unit) and, with respect to the use and occupancy of the same,
including but not limited to certificates of occupancy and fire underwriting
certificates, have been made or obtained from the appropriate authorities and no
improvement located on or part of the Mortgaged Property is in violation of any
zoning law or regulation. Except as otherwise stated on the Mortgage Loan
Schedule, the Mortgagor represented at the time of origination of the Mortgage
Loan that the Mortgagor would occupy the Mortgaged Property as the Mortgagor's
primary residence;

                  (x) No Additional Collateral. The Mortgage Note is not and has
not been secured by any collateral except the lien of the corresponding Mortgage
and the security interest of any applicable security agreement or chattel
mortgage referred to in (j) above;

                  (y) Deeds of Trust. In the event the Mortgage constitutes a
deed of trust, a trustee, duly qualified under applicable law to serve as such,
has been properly designated and currently so serves and is named in the
Mortgage, and no fees or expenses are or will become payable by the Purchaser to
the trustee under the deed of trust, except in connection with a trustee's sale
after default by the Mortgagor;

                  (z) Acceptable Investment. The Company has no knowledge of any
circumstances or conditions with respect to the Mortgage, the Mortgaged Property
(or with respect to a Co-op Loan, the Assignment of Lease Agreement, the Co-op
Unit or the Co-op





                                      -30-
<PAGE>

Project), the Mortgagor or the Mortgagor's credit standing that can reasonably
be expected to cause private institutional investors to regard the Mortgage Loan
as an unacceptable investment, cause the Mortgage Loan to become delinquent, or
adversely affect the value or marketability of the Mortgage Loan;

                  (aa) Delivery of Mortgage Documents. The Mortgage Note, the
Mortgage, the Assignment of Mortgage and any other documents required to be
delivered for the Mortgage Loan by the Company under this Agreement as set forth
in Exhibit C attached hereto have been delivered to the Custodian. The Company
is in possession of a complete, true and accurate Mortgage File in compliance
with Exhibit B, except for such documents the originals of which have been
delivered to the Custodian;

                  (bb) Condominiums/Planned Unit Developments. If the dwelling
on the Mortgaged Property is a condominium unit or a planned unit development
(other than a de minimus planned unit development) such condominium or planned
unit development project meets Fannie Mae and Freddie Mac eligibility
requirements.

                  (cc) Transfer of Mortgage Loans. The Assignment of Mortgage is
in recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located;

                  (dd) Due on Sale. The Mortgage contains an enforceable
provision for the acceleration of the payment of the unpaid principal balance of
the Mortgage Loan in the event that the Mortgaged Property is sold or
transferred without the prior written consent of the Mortgagee thereunder;

                  (ee) No Buydown Provisions; No Graduated Payments or
Contingent Interests. The Mortgage Loan does not contain provisions pursuant to
which Monthly Payments are paid or partially paid with funds deposited in any
separate account established by the Company, the Mortgagor or anyone on behalf
of the Mortgagor, or paid by any source other than the Mortgagor nor does it
contain any other similar provisions currently in effect which may constitute a
"buydown" provision. The Mortgage Loan is not a graduated payment mortgage loan
and the Mortgage Loan does not have a shared appreciation or other contingent
interest feature;

                  (ff) Consolidation of Future Advances. Any future advances
made prior to the related Cut-off Date have been consolidated with the
outstanding principal amount secured by the Mortgage, and the secured principal
amount, as consolidated, bears a single interest rate and single repayment term.
The lien of the Mortgage securing the consolidated principal amount is expressly
insured as having first lien priority by a title insurance policy, an
endorsement to the policy insuring the mortgagee's consolidated interest or by
other title evidence acceptable to Fannie Mae and Freddie Mac. The consolidated
principal amount does not exceed the original principal amount of the Mortgage
Loan;

                  (gg) Mortgaged Property Undamaged. There is no proceeding
pending or, to the best of the Company's knowledge, threatened for the total or
partial condemnation of the Mortgaged Property. The Mortgaged Property (and with
respect to a Co-op Loan, the related Co-op Project and Co-op Unit) is undamaged
by waste, fire, earthquake or earth movement,





                                      -31-
<PAGE>

windstorm, flood, tornado or other casualty so as to affect adversely the value
of the Mortgaged Property as security for the Mortgage Loan or the use for which
the premises were intended; and


                  (hh) Collection Practices; Escrow Deposits. The origination,
servicing and collection practices used with respect to the Mortgage Loan have
been in accordance with Accepted Servicing Practices, and have been in all
respects in compliance with all applicable laws and regulations. The Mortgage
Loan has been serviced by the Company and any predecessor servicer in accordance
with the terms of the Mortgage Note. With respect to escrow deposits and Escrow
Payments, all such payments are in the possession of the Company and there exist
no deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. All Escrow Payments have been collected in
full compliance with state and federal law. An escrow of funds is not prohibited
by applicable law and has been established in an amount sufficient to pay for
every item which remains unpaid and which has been assessed but is not yet due
and payable. No escrow deposits or Escrow Payments or other charges or payments
due the Company have been capitalized under the Mortgage or the Mortgage Note
and no such escrow deposits or Escrow Payments are being held by the Company for
any work on a Mortgaged Property which has not been completed;

                  (ii) Appraisal. The Mortgage File contains an appraisal of the
related Mortgage Property signed prior to the approval of the Mortgage Loan
application by a qualified appraiser, duly appointed by the Company, who had no
interest, direct or indirect in the Mortgaged Property or in any loan made on
the security thereof; and whose compensation is not affected by the approval or
disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy
the requirements of Title XI of the Federal Institutions Reform, Recovery, and
Enforcement Act of 1989 and the regulations promulgated thereunder, all as in
effect on the date the Mortgage Loan was originated;

                  (jj) Servicemembers Civil Relief Act. The Mortgagor has not
notified the Company, and the Company has no knowledge of any relief requested
or allowed to the Mortgagor under the Servicemembers Civil Relief Act of 2003;

                  (kk) Environmental Matters. The Mortgaged Property is free
from any and all toxic or hazardous substances and there exists no violation of
any local, state or federal environmental law, rule or regulation. To the best
of the Company's knowledge, there is no pending action or proceeding directly
involving any Mortgaged Property of which the Company is aware in which
compliance with any environmental law, rule or regulation is an issue; and to
the best of the Company's knowledge, nothing further remains to be done to
satisfy in full all requirements of each such law, rule or regulation consisting
a prerequisite to use and enjoyment of said property;

                  (ll) Insurance. The Mortgaged Property securing each Mortgage
Loan is insured by an insurer acceptable to FHA, VA and National City Mortgage.
The Company has caused or will cause to be performed any and all acts required
to preserve the rights and remedies of the Purchaser in any insurance policies
applicable to the Mortgage Loans including, without limitation, any necessary
notifications of insurers, assignments of policies or interests therein, and
establishments of coinsured, joint loss payee and mortgagee rights in favor of
the Purchaser; No action, inaction, or event has occurred and no state of fact
exists or has existed that has



                                      -32-
<PAGE>


resulted or will result in the exclusion from, denial of, or defense to coverage
under any applicable pool insurance policy, special hazard insurance policy, PMI
Policy or bankruptcy bond, irrespective of the cause of such failure of
coverage. In connection with the placement of any such insurance, no commission,
fee, or other compensation has been or will be received by the Company or any
designee of the Company or any corporation in which the Company or any officer,
director, or employee had a financial interest at the time of placement of such
insurance;

                  (mm) Regarding the Mortgagor. The Mortgagor is one or more
natural persons and/or trustees for an Illinois land trust or a trustee under a
"living trust" and such 'living trust" is in compliance with Fannie Mae
guidelines for such trusts;.

                  (nn) Predatory Lending Regulations; High Cost Loans. None of
the Mortgage Loans is classified as a High Cost Mortgage Loan, or a "threshold"
loan or "predatory" loan under any other applicable state, federal or local law.

                  (oo) Simple Interest Mortgage Loans. None of the Mortgage
Loans are simple interest Mortgage Loans;

                  (pp) Single Premium Credit Life Insurance. In connection with
the origination of the Mortgage Loan, no proceeds from such Mortgage Loan were
used to finance or acquire a single-premium credit life insurance policy;

                  (qq) Tax Service Contract The Company has obtained a life of
loan, transferable real estate Tax Service Contract on each Mortgage Loan with
an Approved Tax Servicer Contract Provider and such contract is assignable
without penalty, premium or cost to the Purchaser;

                  (rr) Flood Certification Contract. The Company has obtained a
life of loan, transferable flood certification contract with an Approved Flood
Policy Insurer acceptable to Purchaser in its sole discretion for each Mortgage
Loan and such contract is assignable without penalty, premium or cost to the
Purchaser;

                  (ss) FICO Scores. Each Mortgage Loan has a non-zero FICO
score;

                  (tt) Prepayment Penalty. With respect to each Mortgage Loan
that has a prepayment fee feature, each such prepayment fee is enforceable and
will be enforced by the Company, and each prepayment penalty in permitted
pursuant to federal, state and local law. No Mortgage Loan will impose a
prepayment penalty for a term in excess of five years from the date such
Mortgage Loan was originated. Except as otherwise set forth in the related
Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a
prepayment fee, such prepayment fee is at least equal to the lesser of (A) the
maximum amount permitted under applicable law and (B) six months interest at the
related Mortgage Interest Rate on the amount prepaid in excess of 20% of the
original principal balance of such Mortgage Loan;

                  (uu) Recordation. Each original Mortgage was recorded and all
subsequent assignments of the original Mortgage (other than the assignment to
the Purchaser) have been recorded in the appropriate jurisdictions wherein such
recordation is necessary to perfect the lien thereof as against creditors of the
Company, or is in the process of being recorded;



                                      -33-
<PAGE>


                  (vv) Leaseholds. If the Mortgage Loan is secured by a
long-term residential lease, (1) the lessor under the lease holds a fee simple
interest in the land; (2) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the lease without the
lessor's consent and the acquisition by the holder of the Mortgage of the rights
of the lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the terms
of such lease do not (a) allow the termination thereof upon the lessee's default
without the holder of the Mortgage being entitled to receive written notice of,
and opportunity to cure, such default, (b) allow the termination of the lease in
the event of damage or destruction as long as the Mortgage is in existence, (c)
prohibit the holder of the Mortgage from being insured (or receiving proceeds of
insurance) under the hazard insurance policy or policies relating to the
Mortgaged Property or (d) permit any increase in rent other than pre-established
increases set forth in the lease; (4) the original term of such lease is not
less than 15 years; (5) the term of such lease does not terminate earlier than
five years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold estates in
transferring ownership in residential properties is a widely accepted practice.

                  (ww) Payment in Full: No Mortgage Loan will be paid in full on
or prior to the related Closing Date;

                  (xx) No Buydown Provisions; No Graduated Payments or
Contingent Interests. The Mortgage Loan is not a graduated payment mortgage loan
and the Mortgage Loan does not have a shared appreciation, balloon payment or
other contingent interest feature, nor does it contain any "buydown" provision
which is currently in effect;

                  (yy) Disclosure and Rescission Materials. The Mortgagor has
received all disclosure materials required by applicable law with respect to the
making of mortgage loans of the same type as the Mortgage Loan and rescission
materials required by applicable law if the Mortgage Loan is a Refinanced
Mortgage Loan and has acknowledged receipt of such materials to the extent
required by applicable law and such documents will remain in the Mortgage File;

                  (zz) FHA Insurance/VA Guaranty. Each FHA Mortgage Loan was
underwritten in accordance with FHA standards and is fully-insured by the FHA,
which insurance is in full force and effect, and the Mortgage Loan is not
subject to any defect which would diminish or impair the FHA insurance, and all
prior transfers, if any, of the Mortgage Loan have been, and the transactions
herein contemplated are, in compliance with the FHA regulations, and no
circumstances exist with respect to the FHA Mortgage Loans which would permit
the FHA to deny coverage under the FHA insurance; and each VA Mortgage Loan was
underwritten in accordance with VA standards and is guaranteed by the VA, which
guaranty is in full force and effect, and the Mortgage Loan is not subject to
any defect which would diminish or impair the VA guaranty (other than a
potential valuation of the mortgaged property), and all prior transfers, if any,
of the Mortgage Loan have been, and the transactions herein contemplated are, in
compliance with the VA regulations, and no circumstances exist with respect to
the VA Mortgage Loan which would permit the VA to deny coverage under the VA
guaranty. No Mortgage Loan is a VA Vendee Loan, Title I Loan or Section 235
Loan. Each Mortgage Loan was previously included in a GNMA mortgage loan pool
and was repurchased from such pool, in accordance with applicable GNMA
guidelines, by the Company or a predecessor servicer, after



                                      -34-
<PAGE>


such Mortgage Loan missed one or more Monthly Payments and remained delinquent
for 90 consecutive days or more;

                  (aaa) Qualified Mortgage. Each Mortgage Loan is a "qualified
mortgage" within Section 860G(a)(3) of the Code;

                  (bbb) Anti-Money Laundering Laws. The Company is in compliance
with all applicable anti-money laundering laws, including the relevant
provisions of the Bank Secrecy Act, as amended by the USA Patriot Act of 2001,
and its implementing regulations, and related government rules and regulations
(collectively, the "Patriot Act"). The Company has a comprehensive anti-money
laundering compliance program and, with respect to the Patriot Act, has (i)
developed internal policies, procedures, and controls reasonably designed to
prevent it from being used for money laundering or the financing of terrorist
activities, (ii) designated a compliance officer, (iii) implemented an ongoing
employee training program and (iv) developed an independent audit function to
test the compliance program;

                  (ccc) No Construction Loans. No Mortgage Loan was made in
connection with (i) the construction or rehabilitation of a Mortgaged Property
or (ii) facilitating the trade-in or exchange of a Mortgaged Property;

                  (ddd) Interest Rate Adjustments. With respect to each ARM
Mortgage Loan, all Mortgage Interest Rate adjustments have been made in strict
compliance with state and federal law and the terms of the related Mortgage
Note. Any interest required to be paid pursuant to state and local law has been
properly paid and credited;

                  (eee) Co-op Loan: Valid First Lien. With respect to each Co-op
Loan, the related Mortgage is a valid, enforceable and subsisting first security
interest on the related cooperative shares securing the related cooperative note
and lease, subject only to (a) liens of the cooperative for unpaid assessments
representing the Mortgagor's pro rata share of the cooperative's payments for
its blanket mortgage, current and future real property taxes, insurance
premiums, maintenance fees and other assessments to which like collateral is
commonly subject and (b) other matters to which like collateral is commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the Security Agreement. There are no liens against or
security interests in the cooperative shares relating to each Co-op Loan (except
for unpaid maintenance, assessments and other amounts owed to the related
cooperative which individually or in the aggregate will not have a material
adverse effect on such Co-op Loan), which have priority equal to or over the
Company's security interest in such cooperative shares;

                  (fff) Co-op Loan: Financing Statements. With respect to each
Co-op Loan, a search for filings of financing statements has been made by a
company competent to make the same, which company is acceptable to Fannie Mae
and qualified to do business in the jurisdiction where the Co-op Unit is
located, and such search has not found anything which would materially and
adversely affect the Co-op Loan;

                  (ggg) Co-op Loan: Compliance with Law. With respect to each
Co-op Loan, the related cooperative corporation that owns title to the related
cooperative apartment building



                                      -35-
<PAGE>


is a "cooperative housing corporation" within the meaning of Section 216 of the
Internal Revenue Code, and is in material compliance with applicable federal,
state and local laws which, if not complied with, could have a material adverse
effect on the Mortgaged Property;

                  (hhh) Co-op Loan: No Pledge. With respect to each Co-op Loan,
there is no prohibition against pledging the shares of the cooperative
corporation or assigning the Co-op Lease; With respect to each Co-op Loan, (i)
the terms of the related Proprietary Lease is longer than the terms of the Co-op
Loan, (ii) there is no provision in any Proprietary Lease which requires the
Mortgagor to offer for sale the Co-op Shares owned by such Mortgagor first to
the Co-op Corporation,

                  (iii) there is no prohibition in any Proprietary Lease against
pledging the Co-op Shares or assigning the Proprietary Lease and (iv) the
Recognition Agreement is on a form of agreement published by Aztech Document
Systems, Inc. or includes provisions which are no less favorable to the lender
than those contained in such agreement; (iii) Co-op Loan Acceleration of
Payment. With respect to each Co-op Loan, each Assignment of Lease Agreement
contains enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization of the benefits of the security
provided thereby. The Assignment of Lease Agreement contains an enforceable
provision for the acceleration of the payment of the unpaid principal balance of
the Mortgage Note in the event the Co-op Unit is transferred or sold without the
consent of the holder thereof.

                  (jjj) Credit Information. As to each consumer report (as
defined in the Fair Credit Reporting Act, Public Law 91-508) or other credit
information furnished by the Company to the Purchaser, that the Company has full
right and authority and is not precluded by law or contract from furnishing such
information to the Purchaser as an investor or as agent for the potential or
actual investors and the Purchaser is not precluded by the terms of the Mortgage
Loan Documents from furnishing the same to any subsequent or prospective
purchaser of such Mortgage subject to Purchaser's and the prospective
purchaser's adherence to the confidentiality provisions of this Agreement and
all applicable privacy laws and regulations including, without limitation, the
Gramm Leach Bliley Act. The Company shall hold the Purchaser harmless from any
and all damages, losses, costs and expenses (including attorney's fees) arising
from the terms and provisions of the Mortgage Loan Documents in connection with
the disclosure of credit information in connection with the Purchaser's
secondary marketing operations and the purchase and sale of mortgages. The
Company has in its capacity as servicer, for each Mortgage Loan, fully
furnished, 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 (three of the credit repositories), on a monthly basis;

                  (kkk) New York State Banking Law. There is no Mortgage Loan
that (a) is secured by property located in the State of New York; (b) had an
original principal balance of $300,000 or less, and (c) has an application date
on or after April 1, 2003, the terms of which loan equal or exceed either the
annual percentage rate or the points and fees threshold for "high cost home
loans," as defined in Section 6-L of the New York State Banking Law.



                                      -36-
<PAGE>


                  (lll) Fannie Mae's Required Representations. The Company
represents and warrants to the Purchaser that as of each Closing Date or as of
such date specifically provided herein:

                  (1) Each Mortgage Loan is in compliance with the
         anti-predatory lending eligibility for purchase requirements of Fannie
         Mae's Selling Guide;

                  (2) No Mortgage Loan is a "High Cost Home Loan" as defined in
         New York Banking Law 6-1;

                  (3) No Mortgage Loan is a "High Cost Home Loan" as defined in
         the Arkansas Home Loan Protection Act effective July 16, 2003 (Act 1340
         of 2003);

                  (4) No Mortgage Loan is a "High Cost Home Loan" as defined in
         the Kentucky high-cost home loan statute effective June 24, 2003 (Ky.
         Rev. Stat. Section 360.100);

                  (5) No borrower was encouraged or required to select a
         Mortgage Loan product offered by the Mortgage Loan's originator which
         is a higher cost product designed for less creditworthy borrowers,
         unless at the time of the Mortgage Loan's origination, such borrower
         did not qualify taking into account credit history and debt to income
         ratios for a lower cost credit product then offered by the Mortgage
         Loan's originator or any affiliate of the Mortgage Loan's originator.
         If, at the time of loan application, the borrower may have qualified
         for a for a lower cost credit product then offered by any mortgage
         lending affiliate of the Mortgage Loan's originator, the Mortgage
         Loan's originator referred the borrower's application to such affiliate
         for underwriting consideration;

                  (6) The methodology used in underwriting the extension of
         credit for each Mortgage Loan employs objective mathematical principles
         which relate the borrower's income, assets and liabilities to the
         proposed payment and such underwriting methodology does not rely on the
         extent of the borrower's equity in the collateral as the principal
         determining factor in approving such credit extension. Such
         underwriting methodology confirmed that at the time of origination
         (application/approval) the borrower had a reasonable ability to make
         timely payments on the Mortgage Loan;

                  (7) With respect to any Mortgage Loan that contains a
         provision permitting imposition of a premium upon a prepayment prior to
         maturity: (i) prior to the loan's origination, the borrower agreed to
         such premium in exchange for a monetary benefit, including but not
         limited to a rate or fee reduction, (ii) prior to the loan's
         origination, the borrower was offered the option of obtaining a
         mortgage loan that did not require payment of such a premium, (iii) the
         prepayment premium is disclosed to the borrower in the loan documents
         pursuant to applicable state and federal law, and (iv) notwithstanding
         any state or federal law to the contrary, the Company shall not impose
         such prepayment premium in any instance when the mortgage debt is
         accelerated as the result of the borrower's default in making the loan
         payments;



                                      -37-
<PAGE>


                  (8) No borrower was required to purchase any credit life,
         disability, accident or health insurance product as a condition of
         obtaining the extension of credit. No borrower obtained a prepaid
         single premium credit life, disability, accident or health insurance
         policy in connection with the origination of the Mortgage Loan; No
         proceeds from any Mortgage Loan were used to purchase single premium
         credit insurance policies as part of the origination of, or as a
         condition to closing, such Mortgage Loan;

                  (9) All points and fees related to each Mortgage Loan were
         disclosed in writing to the borrower in accordance with applicable
         state and federal law and regulation. Except in the case of a Mortgage
         Loan in an original principal amount of less than $60,000 which would
         have resulted in an unprofitable origination, no borrower was charged
         "points and fees" (whether or not financed) in an amount greater than
         5% of the principal amount of such loan, such 5% limitation is
         calculated in accordance with Fannie Mae's anti-predatory lending
         requirements as set forth in the Fannie Mae Selling Guide.

                  (10) All fees and charges (including finance charges) and
         whether or not financed, assessed, collected or to be collected in
         connection with the origination and servicing of each Mortgage Loan has
         been disclosed in writing to the borrower in accordance with applicable
         state and federal law and regulation; and

                  (11) The Company will transmit full-file credit reporting data
         for each Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19
         and that for each Mortgage Loan, Company agrees it shall report one of
         the following statuses each month as follows: new origination, current,
         delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off.

                  Section 3.03 Remedies for Breach of Representations and
Warranties.

                  It is understood and agreed that the representations and
warranties set forth in Sections 3.01 and 3.02 shall survive the sale of the
Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents
to the Custodian and shall inure to the benefit of the Purchaser,
notwithstanding any restrictive or qualified endorsement on any Mortgage Note or
Assignment of Mortgage or the examination or failure to examine any Mortgage
File. Upon discovery by either the Company or the Purchaser of a breach of any
of the foregoing representations and warranties which materially and adversely
affects the value of the Mortgage Loans or the interest of the Purchaser, or
which materially and adversely affects the interests of Purchaser in the related
Mortgage Loan in the case of a representation and warranty relating to a
particular Mortgage Loan (in the case of any of the foregoing, a "Breach"), the
party discovering such Breach shall give prompt written notice to the other.

                  With respect to those representations and warranties which are
made to the best of the Company's knowledge, if it is discovered by the Company
or the Purchaser that the substance of such representation and warranty is
inaccurate and such inaccuracy materially and adversely affects the value of the
related Mortgage Loan or the interest of the Purchaser (or which materially and
adversely affects the value of a Mortgage Loan or the interests of the Purchaser
in the related Mortgage Loan in the case of a representation and warranty
relating to a particular Mortgage Loan), notwithstanding the Company's lack of
knowledge with respect to



                                      -38-
<PAGE>


the substance of such representation and warranty, such inaccuracy shall be
deemed a breach of the applicable representation and warranty.

                  Within 60 days of the earlier of either discovery by or notice
to the Company of any Breach of a representation or warranty, the Company shall
use its best efforts promptly to cure such Breach in all material respects and,
if such Breach cannot be cured, the Company shall, at the Purchaser's option,
repurchase such Mortgage Loan at the Repurchase Price. In the event that a
Breach shall involve any representation or warranty set forth in Section 3.01,
and such Breach cannot be cured within 60 days of the earlier of either
discovery by or notice to the Company of such Breach, all of the Mortgage Loans
shall, at the Purchaser's option be repurchased by the Company at the Repurchase
Price; provided, that if such Breach may be cured by the repurchase of one or
more individual Mortgage Loans, the Company may repurchase only those Mortgage
Loans necessary to cure the Breach. However, if the Breach shall involve a
representation or warranty set forth in Section 3.02 and the Company discovers
or receives notice of any such Breach within 120 days of the related Closing
Date, the Company shall, at the Purchaser's option and provided that the Company
has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage
Loan as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan")
and substitute in its place a Qualified Substitute Mortgage Loan or Loans,
provided that any such substitution shall be effected not later than 120 days
after the related Closing Date. If the Company has no Qualified Substitute
Mortgage Loan, it shall repurchase the deficient Mortgage Loan. Any repurchase
of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section
3.03 shall occur on a date designated by the Purchaser and shall be accomplished
by deposit in the Custodial Account of the amount of the Repurchase Price for
distribution to Purchaser on the next scheduled Remittance Date, after deducting
therefrom any amount received in respect of such repurchased Mortgage Loan or
Loans and being held in the Custodial Account for future distribution.

                  At the time of repurchase or substitution, the Purchaser and
the Company shall arrange for the reassignment of the Deleted Mortgage Loan to
the Company and the delivery to the Company of any documents held by the
Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or
substitution, the Company shall, simultaneously with such reassignment, give
written notice to the Purchaser that such repurchase or substitution has taken
place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the
Deleted Mortgage Loan from this Agreement, and, in the case of substitution,
identify a Qualified Substitute Mortgage Loan and amend the related Mortgage
Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan
to this Agreement. In connection with any such substitution, the Company shall
be deemed to have made as to such Qualified Substitute Mortgage Loan the
representations and warranties set forth in this Agreement except that all such
representations and warranties set forth in this Agreement shall be deemed made
as of the date of such substitution. The Company shall effect such substitution
by delivering to the Custodian for such Qualified Substitute Mortgage Loan the
documents required by Section 2.03, with the Mortgage Note endorsed as required
by Section 2.03. No substitution will be made in any calendar month after the
Determination Date for such month. The Company shall deposit in the Custodial
Account the Monthly Payment less the Servicing Fee due on such Qualified
Substitute Mortgage Loan or Loans in the month following the date of such
substitution. Monthly Payments due with respect to Qualified Substitute Mortgage
Loans in the month of substitution shall be retained by the Company. For the
month of substitution, distributions to Purchaser shall



                                      -39-
<PAGE>


include the Monthly Payment due on any Deleted Mortgage Loan in the month of
substitution, and the Company shall thereafter be entitled to retain all amounts
subsequently received by the Company in respect of such Deleted Mortgage Loan.

                  For any month in which the Company substitutes a Qualified
Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company shall
determine the amount (if any) by which the aggregate principal balance of all
Qualified Substitute Mortgage Loans as of the date of substitution is less than
the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after
application of scheduled principal payments due in the month of substitution).
An amount equal to the product of such shortfall multiplied by the percentage of
par set forth in the definition of "Repurchase Price" shall be distributed by
the Company in the month of substitution pursuant to Section 5.01. Accordingly,
on the date of such substitution, the Company shall deposit from its own funds
into the Custodial Account an amount equal such amount.

                  In addition to such cure, repurchase and substitution
obligation, the Company shall indemnify the Purchaser and hold it harmless
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and other costs and expenses
resulting from any claim, demand, defense or assertion based on or grounded
upon, or resulting from, a breach of the Company's representations and
warranties contained in this Section 3. It is understood and agreed that the
obligations of the Company set forth in this Subsection 3.03 to cure or
repurchase a defective Loan and to indemnify the Purchaser as provided in this
Subsection 3.03 constitute the sole remedies of the Purchaser respecting a
breach of the foregoing representations and warranties.

                  Any cause of action against the Company relating to or arising
out of the Breach of any representations and warranties made in Sections 3.01
and 3.02 shall accrue as to any Mortgage Loan upon (i) discovery of such Breach
by the Purchaser or notice thereof by the Company to the Purchaser, (ii)
failures by the Company to cure such Breach or repurchase such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for
compliance with this Agreement.

                  With respect to any Mortgage Loan, if the related Mortgagor is
30 or more days delinquent with respect to the Mortgage Loan's first or second
Monthly Payment due to the Purchaser after the related Closing Date, the Company
shall, upon receipt of notice from the Purchaser, promptly repurchase such
Mortgage Loan from the Purchaser in accordance with this Section 3.03 at the
Purchase Price set forth in the Trade Confirmation; provided, that no right to
cure set forth therein shall apply.

                  Section 3.04 Review of Mortgage Loans.

                  From the related Closing Date until the date 30 days after the
related Closing Date, the Purchaser shall have the right to review the Mortgage
Files and obtain BPOs on the Mortgaged Properties relating to the Mortgage Loans
purchased on the related Closing Date, with the results of such BPO reviews to
be communicated to the Company for a period up to 30 days after the related
Closing Date. In addition, the Purchaser shall have the right to reject any
Mortgage Loan which in the Purchaser's sole determination (i) fails to conform
to



                                      -40-
<PAGE>


Underwriting Guidelines, (ii) is underwritten without verification of the
Mortgagor's income and assets and there is no credit report or FICO Score, (iii)
the Purchaser deems the Mortgage Loan to not be an acceptable credit risk, or
(iv) the value of the Mortgaged Property pursuant to any BPO varies by more than
plus or minus 15% from the lesser of (A) the original appraised value of the
Mortgaged Property or (B) the purchase price of the Mortgaged Property as of the
date of origination. In the event that the Purchaser so rejects any Mortgage
Loan, the Company shall repurchase the rejected Mortgage Loan at the Repurchase
Price in the manner prescribed in Section 8(a) upon receipt of notice from the
Purchaser of the rejection of such Mortgage Loan. Any rejected Mortgage Loan
shall be removed from the terms of this Agreement. The Company shall make
available all files required by Purchaser in order to complete its review,
including all CRA/HMDA required data fields. To the extent that during the
course of the Purchaser's initial review, the Purchaser discovers that the
Mortgage Loans do not otherwise meet the Company's Underwriting Guidelines or
the terms of the Purchase Transaction, the Purchase shall have the right to
carry out additional due diligence reviews, which additional due diligence shall
be at the expense of the Company. Purchaser's decision to increase its due
diligence review or obtain additional BPO's or other property evaluations is at
its sole discretion. The additional review may be for any reason including but
not limited to credit quality, property valuations, and data integrity. Any
review performed by the Purchaser prior to the related Closing Date does not
limit the Purchaser's rights or the Company's obligations under this section.

                  Section 3.05 Purchase Price Protection.

                  With respect to any Mortgage Loan that is prepaid in full
during the two (2) month period from and after the Closing Date, the Company
shall upon written notice thereof from Purchaser received by Company within
sixty (60) days of the date of such prepayment reimburse the Purchaser, within
thirty (30) days of such notice, the amount (if any) by which the Purchase Price
paid by the Purchaser to the Company exceeded 100% of the outstanding scheduled
principal balance of the Mortgage Loan as of the Cut-off Date. Upon any
assignment of a mortgage Loan and/or this Agreement, the Purchaser may at its
option retain its rights under this Section 3.05 notwithstanding such
assignment.

                                   ARTICLE IV

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

                  Section 4.01 Company to Act as Servicer.

                  The Company, as an independent contractor, shall service and
administer the Mortgage Loans in accordance with the terms of this Agreement,
Accepted Servicing Practices and shall have full power and authority, acting
alone, to do any and all things in connection with such servicing and
administration which the Company may deem necessary or desirable, consistent
with the terms of this Agreement and with Accepted Servicing Practices.

                  Consistent with the terms of this Agreement, the Company may
waive, modify or vary any term of any Mortgage Loan or consent to the
postponement of strict compliance with any such term or in any manner grant
indulgence to any Mortgagor if in the Company's reasonable and prudent
determination such waiver, modification, postponement or indulgence is



                                      -41-
<PAGE>


not materially adverse to the Purchaser, provided, however, that the Company
shall not make any future advances with respect to a Mortgage Loan and (unless
the Mortgagor is in default with respect to the Mortgage Loan or such default
is, in the judgment of the Company, imminent and the Company has obtained the
prior written consent of the Purchaser) the Company shall not permit any
modification of any material term of any Mortgage Loan including any
modifications that would change the Mortgage Interest Rate, defer or forgive the
payment of principal or interest, reduce or increase the outstanding principal
balance (except for actual payments of principal) or change the final maturity
date on such Mortgage Loan. In the event of any such modification which permits
the deferral of interest or principal payments on any Mortgage Loan, the Company
shall, on the Business Day immediately preceding the Remittance Date in any
month in which any such principal or interest payment has been deferred, deposit
in the Custodial Account from its own funds, in accordance with Section 5.03,
the difference between (a) such month's principal and one month's interest at
the Mortgage Loan Remittance Rate on the unpaid principal balance of such
Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be
entitled to reimbursement for such advances to the same extent as for all other
advances made pursuant to Section 5.03. Without limiting the generality of the
foregoing, the Company shall continue, and is hereby authorized and empowered,
to execute and deliver on behalf of itself and the Purchasers, all instruments
of satisfaction or cancellation, or of partial or full release, discharge and
all other comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties. If reasonably required by the Company, the
Purchaser shall furnish the Company with any powers of attorney and other
documents necessary or appropriate to enable the Company to carry out its
servicing and administrative duties under this Agreement.

                  In servicing and administering the Mortgage Loans, the Company
shall employ procedures (including collection procedures) and exercise the same
care that it customarily employs and exercises in servicing and administering
mortgage loans (similar in quality to the Mortgage Loans) for its own account,
giving due consideration to Accepted Servicing Practices where such practices do
not conflict with the requirements of this Agreement, and the Purchaser's
reliance on the Company.

                  The Mortgage Loans may be subserviced by a Subservicer on
behalf of the Company provided that the Subservicer is a Fannie Mae-approved
servicer or a Freddie Mac seller/servicer in good standing, and no event has
occurred, including but not limited to a change in insurance coverage, which
would make it unable to comply with the eligibility requirements for lenders
imposed by Fannie Mae or for seller/servicers imposed by Freddie Mac, or which
would require notification to Fannie Mae or Freddie Mac. The Company may perform
any of its servicing responsibilities hereunder or may cause the Subservicer to
perform any such servicing responsibilities on its behalf, but the use by the
Company of the Subservicer shall not release the Company from any of its
obligations hereunder and the Company shall remain responsible hereunder for all
acts and omissions of the Subservicer as fully as if such acts and omissions
were those of the Company. The Company shall pay all fees and expenses of the
Subservicer from its own funds, and the Subservicer's fee shall not exceed the
Servicing Fee.

                  At the cost and expense of the Company, without any right of
reimbursement from the Custodial Account, the Company shall be entitled to
terminate the rights and responsibilities of the Subservicer and arrange for any
servicing responsibilities to be performed



                                      -42-
<PAGE>


by a successor Subservicer meeting the requirements in the preceding paragraph,
provided, however, that nothing contained herein shall be deemed to prevent or
prohibit the Company, at the Company's option, from electing to service the
related Mortgage Loans itself. In the event that the Company's responsibilities
and duties under this Agreement are terminated pursuant to Section 9.04, 10.01
or 11.02, and if requested to do so by the Purchaser, the Company shall at its
own cost and expense terminate the rights and responsibilities of the
Subservicer as soon as is reasonably possible. The Company shall pay all fees,
expenses or penalties necessary in order to terminate the rights and
responsibilities of the Subservicer from the Company's own funds without
reimbursement from the Purchaser.

                  Notwithstanding any of the provisions of this Agreement
relating to agreements or arrangements between the Company and the Subservicer
or any reference herein to actions taken through the Subservicer or otherwise,
the Company shall not be relieved of its obligations to the Purchaser and shall
be obligated to the same extent and under the same terms and conditions as if it
alone were servicing and administering the Mortgage Loans. The Company shall be
entitled to enter into an agreement with the Subservicer for indemnification of
the Company by the Subservicer and nothing contained in this Agreement shall be
deemed to limit or modify such indemnification.

                  Any Subservicing Agreement and any other transactions or
services relating to the Mortgage Loans involving the Subservicer shall be
deemed to be between the Subservicer and Company alone, and the Purchaser shall
have no obligations, duties or liabilities with respect to the Subservicer
including no obligation, duty or liability of Purchaser to pay the Subservicer's
fees and expenses. For purposes of distributions and advances by the Company
pursuant to this Agreement, the Company shall be deemed to have received a
payment on a Mortgage Loan when the Subservicer has received such payment.

                  Section 4.02 Liquidation of Mortgage Loans.

                  In the event that any payment due under any Mortgage Loan and
not postponed pursuant to Section 4.01 is not paid when the same becomes due and
payable, or in the event the Mortgagor fails to perform any other covenant or
obligation under the Mortgage Loan and such failure continues beyond any
applicable grace period, the Company shall take such action as (1) the Company
would take under similar circumstances with respect to a similar mortgage loan
held for its own account for investment, (2) shall be consistent with Accepted
Servicing Practices, (3) the Company shall determine prudently to be in the best
interest of Purchaser, and (4) is consistent with any related PMI Policy or
other applicable insurance or guaranty, if any. In the event that any payment
due under any Mortgage Loan is not postponed pursuant to Section 4.01 and
remains delinquent for a period of 90 days or any other default continues for a
period of 90 days beyond the expiration of any grace or cure period, the Company
shall commence foreclosure proceedings, provided that, prior to commencing
foreclosure proceedings, the Company shall notify the Purchaser in writing of
the Company's intention to do so, and the Company shall not commence foreclosure
proceedings if the Purchaser objects to such action within 10 Business Days of
receiving such notice. In the event the Purchaser objects to such foreclosure
action, the Company shall not be required to make Monthly Advances with respect
to such Mortgage Loan, pursuant to Section 5.03, and the Company's obligation to
make such Monthly Advances shall terminate on the 90th day referred to above. In
such connection, the



                                      -43-
<PAGE>


Company shall from its own funds make all necessary and proper Servicing
Advances, provided, that the Company shall obtain the prior written consent of
the Purchaser or the Master Servicer prior to making any Servicing Advance of
$5,000 or more, and provided further, that the Company shall not be required to
expend its own funds in connection with any foreclosure or towards the
restoration or preservation of any Mortgaged Property, unless it shall determine
(a) that such preservation, restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Purchaser after reimbursement to
itself for such expenses and (b) that such expenses will be recoverable by it
either through Liquidation Proceeds (respecting which it shall have priority for
purposes of withdrawals from the Custodial Account pursuant to Section 4.05) or
through Insurance Proceeds (respecting which it shall have similar priority).

                  Notwithstanding anything to the contrary contained herein, in
connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in
the event the Company has reasonable cause to believe that a Mortgaged Property
is contaminated by hazardous or toxic substances or wastes, or if the Purchaser
otherwise requests, an environmental inspection or review of such Mortgaged
Property shall be conducted by a qualified inspector, the Company shall promptly
provide the Purchaser with a written report of the environmental inspection upon
completion of the inspection.

                  After reviewing the environmental inspection report, the
Purchaser shall determine how the Company shall proceed with respect to the
Mortgaged Property. In the event (a) the environmental inspection report
indicates that the Mortgaged Property is contaminated by hazardous or toxic
substances or wastes and (b) the Purchaser directs the Company to proceed with
foreclosure or acceptance of a deed in lieu of foreclosure, the Company shall be
reimbursed for all reasonable costs associated with such foreclosure or
acceptance of a deed in lieu of foreclosure and any related environmental clean
up costs, as applicable, from the related Liquidation Proceeds, or if the
Liquidation Proceeds are insufficient to fully reimburse the Company, the
Company shall be entitled to be reimbursed from amounts in the Custodial Account
pursuant to Section 4.05 hereof. In the event the Purchaser directs the Company
not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure,
the Company shall be reimbursed for all Servicing Advances made with respect to
the related Mortgaged Property from the Custodial Account pursuant to Section
4.05 hereof.

                  Section 4.03 Collection of Mortgage Loan Payments.

                  Continuously from the date hereof until the principal and
interest on all Mortgage Loans are paid in full, the Company shall proceed
diligently to collect all payments due under each of the Mortgage Loans when the
same shall become due and payable and shall take special care in ascertaining
and estimating Escrow Payments and all other charges that will become due and
payable with respect to the Mortgage Loan and the Mortgaged Property, to the end
that the installments payable by the Mortgagors will be sufficient to pay such
charges as and when they become due and payable.

                  Section 4.04 Establishment of and Deposits to Custodial
Account.

                  The Company shall segregate and hold all funds collected and
received pursuant to a Mortgage Loan separate and apart from any of its own
funds and general assets and shall



                                      -44-
<PAGE>


establish and maintain one or more Custodial Accounts, in the form of time
deposit or demand accounts, titled "National City Mortgage Co., as Servicer, in
trust for the Purchaser of Fixed and ARM Rate Conventional, FHA or VA
Residential Mortgage Loans and various Mortgagors". It is the intent of the
parties to this Agreement that the Custodial Accounts created herein be special
deposit accounts. The Custodial Account shall be established with a Qualified
Depository acceptable to the Purchaser. Any funds deposited in the Custodial
Account shall at all times be fully insured to the full extent permitted under
applicable law. Funds deposited in the Custodial Account may be drawn on by the
Company in accordance with Section 4.05. The creation of any Custodial Account
shall be evidenced by a certification in the form of Exhibit D-1 hereto, in the
case of an account established with the Company, or by a letter agreement in the
form of Exhibit D-2 hereto, in the case of an account held by a depository other
than the Company. A copy of such certification or letter agreement shall be
furnished to the Purchaser and, upon request, to any subsequent Purchaser.

                  The Company shall deposit in the Custodial Account on a daily
basis, and retain therein, the following collections received by the Company and
payments made by the Company after the related Cut-off Date, (other than
payments of principal and interest due on or before the related Cut-off Date, or
received by the Company prior to the related Cut-off Date but allocable to a
period subsequent thereto, or with respect to each LPMI Loan, in the amount of
the LPMI Fee):

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

                  (ii) all payments on account of interest on the Mortgage Loans
         adjusted to the Mortgage Loan Remittance Rate;

                  (iii) all Liquidation Proceeds;

                  (iv) all Insurance Proceeds including amounts required to be
         deposited pursuant to Section 4.10 (other than proceeds to be held in
         the Escrow Account and applied to the restoration or repair of the
         Mortgaged Property or released to the Mortgagor in accordance with
         Section 4.14), Section 4.11 and Section 4.15;

                  (v) all Condemnation Proceeds which are not applied to the
         restoration or repair of the Mortgaged Property or released to the
         Mortgagor in accordance with Section 4.14;

                  (vi) any amount required to be deposited in the Custodial
         Account pursuant to Section 4.01, 4.09, 5.03, 6.01 or 6.02;

                  (vii) any amounts payable in connection with the repurchase of
         any Mortgage Loan pursuant to Section 3.03 or 3.04 and all amounts
         required to be deposited by the Company in connection with a shortfall
         in principal amount of any Qualified Substitute Mortgage Loan pursuant
         to Section 3.03;

                  (viii) with respect to each Principal Prepayment in full or in
         part, the Prepayment Interest Shortfall Amount, to be paid by the
         Company out of its own funds without



                                      -45-
<PAGE>


         reimbursement therefor, if any, for the month of distribution. Such
         deposit shall be made from the Company's own funds, without
         reimbursement therefor;

                  (ix) any amounts required to be deposited by the Company
         pursuant to Section 4.11 in connection with the deductible clause in
         any blanket hazard insurance policy; and

                  (x) any amounts received with respect to or related to any REO
         Property and all REO Disposition Proceeds pursuant to Section 4.16.

                  The foregoing requirements for deposit into the Custodial
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of Ancillary
Income, including late payment charges and assumption fees, to the extent
permitted by Section 6.01, need not be deposited by the Company into the
Custodial Account. Any interest paid on funds deposited in the Custodial Account
by the depository institution shall accrue to the benefit of the Company and the
Company shall be entitled to retain and withdraw such interest from the
Custodial Account pursuant to Section 4.05. Prior to changing the location of
the Custodial Account, the Company shall give notice to the Purchaser of such
change, which notice shall set forth the new location of the Custodial Account
when established.

                  Section 4.05 Permitted Withdrawals From Custodial Account.

                  The Company shall, from time to time, withdraw funds from the
Custodial Account for the following purposes:

                  (i) to make payments to the Purchaser in the amounts and in
         the manner provided for in Section 5.01;

                  (ii) to reimburse itself for Monthly Advances of the Company's
         funds made pursuant to Section 5.03, the Company's right to reimburse
         itself pursuant to this subclause (ii) being limited to amounts
         received on the related Mortgage Loan which represent late payments of
         principal and/or interest respecting which any such advance was made,
         it being understood that, in the case of any such reimbursement, the
         Company's right thereto shall be prior to the rights of Purchaser,
         except that, where the Company is required to repurchase a Mortgage
         Loan pursuant to Section 3.03, 3.04 or 6.02, the Company's right to
         such reimbursement shall be subsequent to the payment to the Purchaser
         of the Repurchase Price pursuant to such sections and all other amounts
         required to be paid to the Purchaser with respect to such Mortgage
         Loan;

                  (iii) to reimburse itself for unreimbursed Servicing Advances,
         and for any unpaid Servicing Fees, the Company's right to reimburse
         itself pursuant to this subclause (iii) with respect to any Mortgage
         Loan being limited to related Liquidation Proceeds, Condemnation
         Proceeds, Insurance Proceeds and such other amounts as may be collected
         by the Company from the Mortgagor or otherwise relating to the Mortgage
         Loan, it being understood that, in the case of any such reimbursement,
         the Company's right thereto shall be prior to the rights of Purchaser
         except where the Company is required to repurchase a Mortgage Loan
         pursuant to Section 3.03, 3.04 or 6.02, in which case the Company's
         right



                                      -46-
<PAGE>

         to such reimbursement shall be subsequent to the payment to the
         Purchaser of the Repurchase Price pursuant to such sections and all
         other amounts required to be paid to the Purchaser with respect to such
         Mortgage Loan;

                  (iv) to reimburse itself for unreimbursed Servicing Advances,
         Monthly Advances, and Nonrecoverable Advances to the extent that such
         amounts are nonrecoverable by the Company pursuant to subclause (ii) or
         (iii) above, provided that the Mortgage Loan for which such advances
         were made is not required to be repurchased by the Company pursuant to
         Section 3.03, 3.04 or 6.02;

                  (v) to pay itself interest on funds deposited in the Custodial
         Account;

                  (vi) to reimburse itself for expenses incurred and
         reimbursable to it pursuant to Section 9.01;

                  (vii) to pay any amount required to be paid pursuant to
         Section 4.16 related to any REO Property, it being understood that in
         the case of any such expenditure or withdrawal related to a particular
         REO Property, the amount of such expenditure or withdrawal from the
         Custodial Account shall be limited to amounts on deposit in the
         Custodial Account with respect to the related REO Property;

                  (viii) to clear and terminate the Custodial Account upon the
         termination of this Agreement; and

                  (ix) to withdraw funds deposited in error.

                  In the event that the Custodial Account is interest bearing,
on each Remittance Date, the Company shall withdraw all funds from the Custodial
Account except for those amounts which, pursuant to Section 5.01, the Company is
not obligated to remit on such Remittance Date. The Company may use such
withdrawn funds only for the purposes described in this Section 4.05.

                  Section 4.06 Establishment of and Deposits to Escrow Account.

                  The Company shall segregate and hold all funds collected and
received pursuant to a Mortgage Loan constituting Escrow Payments separate and
apart from any of its own funds and general assets and shall establish and
maintain one or more Escrow Accounts, in the form of time deposit or demand
accounts, titled, "National City Mortgage Co., as Servicer, in trust for the
Purchaser of Fixed and ARM Rate Conventional, FHA or VA Residential Mortgage
Loans and various Mortgagors". The Escrow Accounts shall be established with a
Qualified Depository, in a manner which shall provide maximum available
insurance thereunder. Funds deposited in the Escrow Account may be drawn on by
the Company in accordance with Section 4.07. The creation of any Escrow Account
shall be evidenced by a certification in the form of Exhibit E-1 hereto, in the
case of an account established with the Company, or by a letter agreement in the
form of Exhibit E-2 hereto, in the case of an account held by a depository other
than the Company. A copy of such certification shall be furnished to the
Purchaser and, upon request, to any subsequent Purchaser.



                                      -47-
<PAGE>


                  The Company shall deposit in the Escrow Account or Accounts on
a daily basis, and retain therein:

                  (i) all Escrow Payments collected on account of the Mortgage
         Loans, for the purpose of effecting timely payment of any such items as
         required under the terms of this Agreement; and

                  (ii) all amounts representing Insurance Proceeds or
         Condemnation Proceeds which are to be applied to the restoration or
         repair of any Mortgaged Property.

                  The Company shall make withdrawals from the Escrow Account
only to effect such payments as are required under this Agreement, as set forth
in Section 4.07. The Company shall be entitled to retain any interest paid on
funds deposited in the Escrow Account by the depository institution, other than
interest on escrowed funds required by law to be paid to the Mortgagor. To the
extent required by law, the Company shall pay interest on escrowed funds to the
Mortgagor notwithstanding that the Escrow Account may be non-interest bearing or
that interest paid thereon is insufficient for such purposes.

                  Section 4.07 Permitted Withdrawals From Escrow Account.

                  Withdrawals from the Escrow Account or Accounts may be made by
the Company only:

                  (i) to effect timely payments of ground rents, taxes,
         assessments, water rates, mortgage insurance premiums, condominium
         charges, fire and hazard insurance premiums or other items constituting
         Escrow Payments for the related Mortgage;

                  (ii) to reimburse the Company for any Servicing Advances made
         by the Company pursuant to Section 4.08 with respect to a related
         Mortgage Loan, but only from amounts received on the related Mortgage
         Loan which represent late collections of Escrow Payments thereunder;

                  (iii) to refund to any Mortgagor any funds found to be in
         excess of the amounts required under the terms of the related Mortgage
         Loan;

                  (iv) for transfer to the Custodial Account and application to
         reduce the principal balance of the Mortgage Loan in accordance with
         the terms of the related Mortgage and Mortgage Note;

                  (v) for application to restoration or repair of the Mortgaged
         Property in accordance with the procedures outlined in Section 4.14;

                  (vi) to pay to the Company, or any Mortgagor to the extent
         required by law, any interest paid on the funds deposited in the Escrow
         Account;

                  (vii) to clear and terminate the Escrow Account on the
         termination of this Agreement; and



                                      -48-
<PAGE>


                  (viii) to withdraw funds deposited in error.

                  Section 4.08 Payment of Taxes, Insurance and Other Charges.

                  With respect to each Mortgage Loan, the Company shall maintain
accurate records reflecting the status of ground rents, taxes, assessments,
water rates, sewer rents, and other charges which are or may become a lien upon
the Mortgaged Property and the status of PMI Policy premiums and fire and hazard
insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment
thereof prior to the applicable penalty or termination date, employing for such
purpose deposits of the Mortgagor in the Escrow Account which shall have been
estimated and accumulated by the Company in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage. To the extent that a
Mortgage does not provide for Escrow Payments, the Company shall determine that
any such payments are made by the Mortgagor at the time they first become due.
The Company assumes full responsibility for the timely payment of all such bills
and shall effect timely payment of all such charges irrespective of each
Mortgagor's faithful performance in the payment of same or the making of the
Escrow Payments, and the Company shall make advances from its own funds to
effect such payments provided, that the Company shall obtain the prior written
consent of the Purchaser prior to making any Servicing Advance of $5,000 or
more. No costs incurred by the Company in effecting the payment of taxes and
assessments on the Mortgaged Properties shall, for the purpose of calculating
remittances to the Purchaser, be added to the amount owing under the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

                  Section 4.09 Protection of Accounts.

                  The Company may transfer the Custodial Account or the Escrow
Account to a different Qualified Depository from time to time. Such transfer
shall be made only upon obtaining the consent of the Purchaser, which consent
shall not be withheld unreasonably.

                  The Company shall bear any expenses, losses or damages
sustained by the Purchaser because the Custodial Account and/or the Escrow
Account are not demand deposit accounts.

                  Amounts on deposit in the Custodial Account and the Escrow
Account may at the option of the Company be invested in Eligible Investments;
provided that in the event that amounts on deposit in the Custodial Account or
the Escrow Account exceed the amount fully insured by the FDIC (the "Insured
Amount") the Company shall be obligated to invest the excess amount over the
Insured Amount in Eligible Investments on the same Business Day as such excess
amount becomes present in the Custodial Account or the Escrow Account. Any such
Eligible Investment shall mature no later than the Determination Date next
following the date of such Eligible Investment, provided, however, that if such
Eligible Investment is an obligation of a Qualified Depository (other than the
Company) that maintains the Custodial Account or the Escrow Account, then such
Eligible Investment may mature on such Remittance Date. Any such Eligible
Investment shall be made in the name of the Company in trust for the benefit of
the Purchaser. All income on or gain realized from any such Eligible Investment
shall be for the benefit of the Company and may be withdrawn at any time by the
Company. Any losses



                                      -49-
<PAGE>


incurred in respect of any such investment shall be deposited in the Custodial
Account or the Escrow Account, by the Company out of its own funds immediately
as realized.

                  Section 4.10 Maintenance of Hazard Insurance.

                  The Company shall cause to be maintained for each Mortgage
Loan hazard insurance such that all buildings upon the Mortgaged Property are
insured by a generally acceptable insurer rated A:VI or better in the current
Best's Key Rating Guide ("Best's") or by an insurer acceptable to Fannie Mae,
Freddie Mac, GNMA or VA, as applicable, against loss by fire, hazards of
extended coverage and such other hazards as are customary in the area where the
Mortgaged Property is located, in an amount which is at least equal to the
lesser of (i) the replacement value of the improvements securing such Mortgage
Loan and (ii) the greater of (a) the outstanding principal balance of the
Mortgage Loan and (b) an amount such that the proceeds thereof shall be
sufficient to prevent the Mortgagor or the loss payee from becoming a
co-insurer.

                  If the related Mortgaged Property is located in an area
identified in the Federal Register by the Flood Emergency Management Agency as
having special flood hazards (and such flood insurance has been made available)
the Company shall verify that a flood insurance policy meeting the requirements
of the current guidelines of the Federal Insurance Administration is in effect
with a generally acceptable insurance carrier rated A:VI or better in Best's or
in accordance with then current Fannie Mae, Freddie Mac or GNMA guidelines, as
applicable, in an amount representing coverage not less than the lesser of (i)
the minimum amount required, under the terms of coverage, to compensate for any
damage or loss on a replacement cost basis (or the unpaid balance of the
mortgage if replacement cost coverage is not available for the type of building
insured) and (ii) the maximum amount of insurance which is available under the
Flood Disaster Protection Act of 1973, as amended. If at any time during the
term of the Mortgage Loan, the Company determines in accordance with applicable
law and pursuant to the Fannie Mae, Freddie Mac or GNMA guidelines, as
applicable that a Mortgaged Property is located in a special flood hazard area
and is not covered by flood insurance or is covered in an amount less than the
amount required by the Flood Disaster Protection Act of 1973, as amended, the
Company shall notify the related Mortgagor that the Mortgagor must obtain such
flood insurance coverage, and if said Mortgagor fails to obtain the required
flood insurance coverage within forty-five (45) days after such notification,
the Company shall immediately force place the required flood insurance on the
Mortgagor's behalf.

                  If a Mortgage is secured by a unit in a condominium project,
the Company shall verify that the coverage required of the owner's association,
including hazard, flood, liability, and fidelity coverage, is being maintained
in accordance with then current Fannie Mae, Freddie Mac or GNMA requirements, as
applicable, and secure from the owner's association its agreement to notify the
Company promptly of any change in the insurance coverage or of any condemnation
or casualty loss that may have a material effect on the value of the Mortgaged
Property as security.

                  The Company shall cause to be maintained on each Mortgaged
Property earthquake or such other or additional insurance as may be required
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional



                                      -50-
<PAGE>


insurance, or pursuant to the requirements of any private mortgage guaranty
insurer, or as may be required to conform with Accepted Servicing Practices.

                  In the event that any Purchaser or the Company shall determine
that the Mortgaged Property should be insured against loss or damage by hazards
and risks not covered by the insurance required to be maintained by the
Mortgagor pursuant to the terms of the Mortgage, the Company shall communicate
and consult with the Mortgagor with respect to the need for such insurance and
bring to the Mortgagor's attention the desirability of protection of the
Mortgaged Property.

                  All policies required hereunder shall name the Company as loss
payee and shall be endorsed with standard or union mortgagee clauses, without
contribution, which shall provide for at least 30 days prior written notice of
any cancellation, reduction in amount or material change in coverage.

                  The Company shall not interfere with the Mortgagor's freedom
of choice in selecting either his insurance carrier or agent, provided, however,
that the Company shall not accept any such insurance policies from insurance
companies unless such companies are rated A:VI or better in Best's or meet
Fannie Mae, Freddie Mac or GNMA requirements, as applicable, and are licensed to
do business in the jurisdiction in which the Mortgaged Property is located. The
Company shall determine that such policies provide sufficient risk coverage and
amounts, that they insure the property owner, and that they properly describe
the property address. The Company shall furnish to the Mortgagor a formal notice
of expiration of any such insurance in sufficient time for the Mortgagor to
arrange for renewal coverage by the expiration date.

                  Pursuant to Section 4.04, any amounts collected by the Company
under any such policies (other than amounts to be deposited in the Escrow
Account and applied to the restoration or repair of the related Mortgaged
Property, or property acquired in liquidation of the Mortgage Loan, or to be
released to the Mortgagor, in accordance with the Company's normal servicing
procedures as specified in Section 4.14) shall be deposited in the Custodial
Account subject to withdrawal pursuant to Section 4.05.

                  Section 4.11 Maintenance of Mortgage Impairment Insurance.

                  In the event that the Company shall obtain and maintain a
blanket policy insuring against losses arising from fire and hazards covered
under extended coverage on all of the Mortgage Loans, then, to the extent such
policy provides coverage in an amount equal to the amount required pursuant to
Section 4.10 and otherwise complies with all other requirements of Section 4.10,
it shall conclusively be deemed to have satisfied its obligations as set forth
in Section 4.10. Any such policy shall be issued by an issuer that has a Best
rating of A:VI or better. Any amounts collected by the Company under any such
policy relating to a Mortgage Loan shall be deposited in the Custodial Account
subject to withdrawal pursuant to Section 4.05. Such policy may contain a
deductible clause, in which case, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with Section
4.10, and there shall have been a loss which would have been covered by such
policy, the Company shall deposit in the Custodial Account at the time of such
loss the amount not otherwise payable under



                                      -51-
<PAGE>


the blanket policy because of such deductible clause, such amount to deposited
from the Company's funds, without reimbursement therefor. Upon request of any
Purchaser, the Company shall cause to be delivered to such Purchaser a certified
true copy of such policy and a statement from the insurer thereunder that such
policy shall in no event be terminated or materially modified without 30 days'
prior written notice to such Purchaser.

                  Section 4.12 Maintenance of Fidelity Bond and Errors and
Omissions Insurance.

                  The Company shall maintain with responsible companies, at its
own expense, a blanket Fidelity Bond and an Errors and Omissions Insurance
Policy that meets the requirements of Fannie Mae or Freddie Mac, with broad
coverage on all officers, employees or other persons acting in any capacity
requiring such persons to handle funds, money, documents or papers relating to
the Mortgage Loans ("Company Employees"). Any such Fidelity Bond and Errors and
Omissions Insurance Policy shall be in the form of the Mortgage Banker's Blanket
Bond and shall protect and insure the Company against losses, including forgery,
theft, embezzlement, fraud, errors and omissions and negligent acts of such
Company Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy
also shall protect and insure the Company against losses in connection with the
release or satisfaction of a Mortgage Loan without having obtained payment in
full of the indebtedness secured thereby. No provision of this Section 4.12
requiring such Fidelity Bond and Errors and Omissions Insurance Policy shall
diminish or relieve the Company from its duties and obligations as set forth in
this Agreement. The minimum coverage under any such bond and insurance policy
shall be acceptable to Fannie Mae, Freddie Mac or GNMA, as applicable. Upon the
request of any Purchaser, the Company shall cause to be delivered to such
Purchaser a certified true copy of such fidelity bond and insurance policy and a
statement from the surety and the insurer that such fidelity bond and insurance
policy shall in no event be terminated or materially modified without 30 days'
prior written notice to the Purchaser.

                  Section 4.13 Inspections.

                  The Company shall inspect the Mortgaged Property as often as
deemed necessary by the Company to assure itself that the value of the Mortgaged
Property is being preserved. In addition, if any Mortgage Loan is more than 60
days delinquent, the Company immediately shall inspect the Mortgaged Property
and shall conduct subsequent inspections in accordance with Accepted Servicing
Practices or as may be required by the primary mortgage guaranty insurer. The
Company shall keep a written report of each such inspection.

                  Section 4.14 Restoration of Mortgaged Property.


                                      -52-
<PAGE>


                  The Company need not obtain the approval of the Purchaser
prior to releasing any Insurance Proceeds or Condemnation Proceeds to the
Mortgagor to be applied to the restoration or repair of the Mortgaged Property
if such release is in accordance with Accepted Servicing Practices. At a
minimum, the Company shall comply with the following conditions in connection
with any such release of Insurance Proceeds or Condemnation Proceeds:

                  (i) the Company shall receive satisfactory independent
         verification of completion of repairs and issuance of any required
         approvals with respect thereto;

                  (ii) the Company shall take all steps necessary to preserve
         the priority of the lien of the Mortgage, including, but not limited to
         requiring waivers with respect to mechanics' and materialmen's liens;

                  (iii) the Company shall verify that the Mortgage Loan is not
         in default; and

                  (iv) pending repairs or restoration, the Company shall place
         the Insurance Proceeds or Condemnation Proceeds in the Escrow Account.

                  If the Purchaser is named as an additional loss payee, the
Company is hereby empowered to endorse any loss draft issued in respect of such
a claim in the name of the Purchaser.

                  Section 4.15 Maintenance of PMI and LPMI Policy; Claims.

                  (a) With respect to each Mortgage Loan with an LTV in excess
of 80%, the Company shall:

                  (i) with respect to Mortgage Loans which are not LPMI Loans,
         in accordance with state and federal laws and without any cost to the
         Purchaser, maintain or cause the Mortgagor to maintain in full force
         and effect a PMI Policy insuring that portion of the Mortgage Loan in
         excess of 75% (or such other percentage as stated in the related Trade
         Confirmation) of value, and shall pay or shall cause the Mortgagor to
         pay the premium thereon on a timely basis, until the LTV of such
         Mortgage Loan is reduced to 80%. In the event that such PMI Policy
         shall be terminated, the Company shall obtain from another Qualified
         Insurer a comparable replacement policy, with a total coverage equal to
         the remaining coverage of such terminated PMI Policy, at substantially
         the same fee level. If the insurer shall cease to be a Qualified
         Insurer, the Company shall determine whether recoveries under the PMI
         Policy are jeopardized for reasons related to the financial condition
         of such insurer, it being understood that the Company shall in no event
         have any responsibility or liability for any failure to recover under
         the PMI Policy for such reason. If the Company determines that
         recoveries are so jeopardized, it shall notify the Purchaser and the
         Mortgagor, if required, and obtain from another Qualified Insurer a
         replacement insurance policy. The Company shall not take any action
         which would result in noncoverage under any applicable PMI Policy of
         any loss which, but for the actions of the Company would have been
         covered thereunder. In connection with any assumption or substitution
         agreement entered into or to be entered into pursuant to



                                      -53-
<PAGE>


         Section 6.01, the Company shall promptly notify the insurer under the
         related PMI Policy, if any, of such assumption or substitution of
         liability in accordance with the terms of such PMI Policy and shall
         take all actions which may be required by such insurer as a condition
         to the continuation of coverage under such PMI Policy. If such PMI
         Policy is terminated as a result of such assumption or substitution of
         liability, the Company shall obtain a replacement PMI Policy as
         provided above.

                  (ii) with respect to LPMI Loans, maintain in full force and
         effect an LPMI Policy insuring that portion of the Mortgage Loan in
         excess of 75% (or such other percentage as stated in the related Trade
         Confirmation) of value, and from time to time, withdraw the LPMI Fee
         with respect to such LPMI Loan from the Custodial Account in order to
         pay the premium thereon on a timely basis, until the LTV of such
         Mortgage Loan is reduced to 80%. In the event that the interest
         payments made with respect to any LPMI Loan are less than the LPMI Fee,
         the Company shall advance from its own funds the amount of any such
         shortfall in the LPMI Fee, in payment of the premium on the related
         LPMI Policy. Any such advance shall be a Servicing Advance subject to
         reimbursement pursuant to the provisions on Section 4.05. In the event
         that such LPMI Policy shall be terminated, the Company shall obtain
         from another Qualified Insurer a comparable replacement policy, with a
         total coverage equal to the remaining coverage of such terminated LPMI
         Policy, at substantially the same fee level. If the insurer shall cease
         to be a Qualified Insurer, the Company shall determine whether
         recoveries under the LPMI Policy are jeopardized for reasons related to
         the financial condition of such insurer, it being understood that the
         Company shall in no event have any responsibility or liability for any
         failure to recover under the LPMI Policy for such reason. If the
         Company determines that recoveries are so jeopardized, it shall notify
         the Purchaser and the Mortgagor, if required, and obtain from another
         Qualified Insurer a replacement insurance policy. The Company shall not
         take any action which would result in noncoverage under any applicable
         LPMI Policy of any loss which, but for the actions of the Company would
         have been covered thereunder. In connection with any assumption or
         substitution agreement entered into or to be entered into pursuant to
         Section 6.01, the Company shall promptly notify the insurer under the
         related LPMI Policy, if any, of such assumption or substitution of
         liability in accordance with the terms of such LPMI Policy and shall
         take all actions which may be required by such insurer as a condition
         to the continuation of coverage under such PMI Policy. If such LPMI
         Policy is terminated as a result of such assumption or substitution of
         liability, the Company shall obtain a replacement LPMI Policy as
         provided above.

                  (b) In connection with its activities as servicer, the Company
agrees to prepare and present, on behalf of itself and the Purchaser, claims to
the insurer under any PMI Policy or LPMI Policy in a timely fashion in
accordance with the terms of such PMI Policy or LPMI Policy and, in this regard,
to take such action as shall be necessary to permit recovery under any PMI
Policy or LPMI Policy respecting a defaulted Mortgage Loan. Pursuant to Section
4.04, any amounts collected by the Company under any PMI Policy or LPMI Policy
shall be deposited in the Custodial Account, subject to withdrawal pursuant to
Section 4.05.

                  (c) Purchaser, in its sole discretion, at any time, may (i)
either obtain an additional PMI Policy on any Mortgage Loan which already has a
PMI Policy in place, or



                                      -54-
<PAGE>


(ii) obtain a PMI Policy for any Mortgage Loan which does not already have a PMI
Policy in place. In any event, the Company agrees to administer such PMI
Policies in accordance with the Agreement or any Reconstitution Agreement.

                  Section 4.16 Title, Management and Disposition of REO
Property.

                  In the event that title to any Mortgaged Property is acquired
in foreclosure or by deed in lieu of foreclosure, the deed or certificate of
sale shall be taken in the name of the Purchaser, or in the event the Purchaser
is not authorized or permitted to hold title to real property in the state where
the REO Property is located, or would be adversely affected under the "doing
business" or tax laws of such state by so holding title, the deed or certificate
of sale shall be taken in the name of such Person or Persons as shall be
consistent with an Opinion of Counsel obtained by the Company from any attorney
duly licensed to practice law in the state where the REO Property is located.
The Person or Persons holding such title other than the Purchaser shall
acknowledge in writing that such title is being held as nominee for the
Purchaser.

                  The Company shall manage, conserve, protect and operate each
REO Property for the Purchaser solely for the purpose of its prompt disposition
and sale. The Company, either itself or through an agent selected by the
Company, shall manage, conserve, protect and operate the REO Property in the
same manner that it manages, conserves, protects and operates other foreclosed
property for its own account, and in the same manner that similar property in
the same locality as the REO Property is managed. Any disbursement in excess of
$5,000 shall be made only with the written approval of the Purchaser. The
Company shall attempt to sell the same (and may temporarily rent the same for a
period not greater than one year, except as otherwise provided below) on such
terms and conditions as the Company deems to be in the best interest of the
Purchaser. If a Real Estate Mortgage Investment Conduit (REMIC) election is or
is to be made with respect to the arrangement under which the Mortgage Loans and
any REO Property are held, the Company shall manage, conserve, protect and
operate each REO Property 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 such REMIC 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" within the meaning of Section
860G(c)(2) of the Code.

                  The Company shall use its best efforts to dispose of the REO
Property as soon as possible and shall sell such REO Property in any event
within one year after title has been taken to such REO Property, unless the
Company determines, and gives an appropriate notice to the Purchaser to such
effect, that a longer period is necessary for the orderly liquidation of such
REO Property. If a period longer than one year is permitted under the foregoing
sentence and is necessary to sell any REO Property, the Company shall report
monthly to the Purchaser as to the progress being made in selling such REO
Property.

                  The Company shall also maintain on each REO Property fire and
hazard insurance with extended coverage in amount which is at least equal to the
maximum insurable value of the improvements which are a part of such property,
liability insurance and, to the extent required and available under the Flood
Disaster Protection Act of 1973, as amended, flood insurance in the amount
required above.



                                      -55-
<PAGE>


                  The disposition of REO Property shall be carried out by the
Company at such price, and upon such terms and conditions, as the Company deems
to be in the best interests of the Purchaser. The proceeds of sale of the REO
Property shall be promptly deposited in the Custodial Account. As soon as
practical thereafter the expenses of such sale shall be paid and the Company
shall reimburse itself for any related unreimbursed Servicing Advances, unpaid
Servicing Fees and unreimbursed advances made pursuant to Section 5.03, and on
the Remittance Date immediately following the Principal Prepayment Period in
which such sale proceeds are received the net cash proceeds of such sale
remaining in the Custodial Account shall be distributed to the Purchaser.

                  The Company shall withdraw the Custodial Account funds
necessary for the proper operation, management and maintenance of the REO
Property, including the cost of maintaining any hazard insurance pursuant to
Section 4.10 and the fees of any managing agent of the Company, a Subservicer,
or the Company itself. The REO management fee shall be an amount that is
reasonable and customary in the area where the Mortgaged Property is located.
The Company shall make monthly distributions on each Remittance Date to the
Purchaser of the net cash flow from the REO Property (which shall equal the
revenues from such REO Property net of the expenses described in this Section
4.16 and of any reserves reasonably required from time to time to be maintained
to satisfy anticipated liabilities for such expenses).

                  Notwithstanding the foregoing, at any time and from time to
time, the Purchaser may at its election terminate this Agreement with respect to
one or more REO Properties as provided by Section 11.02.

                  Section 4.17 Real Estate Owned Reports.

                  Together with the statement furnished pursuant to Section
5.02, the Company shall furnish to the Purchaser on or before the Remittance
Date each month a statement with respect to any REO Property covering the
operation of such REO Property for the previous month and the Company's efforts
in connection with the sale of such REO Property and any rental of such REO
Property incidental to the sale thereof for the previous month. That statement
shall be accompanied by such other information as the Purchaser shall reasonably
request.

                  Section 4.18 Liquidation Reports.

                  Upon the foreclosure sale of any Mortgaged Property or the
acquisition thereof by the Company pursuant to a deed in lieu of foreclosure,
the Company shall submit to the Purchaser a liquidation report with respect to
such Mortgaged Property.

                  Section 4.19 Reports of Foreclosures and Abandonments of
Mortgaged Property.

                  Following the foreclosure sale or abandonment of any Mortgaged
Property, the Company shall report such foreclosure or abandonment as required
pursuant to Section 6050J of the Code.



                                      -56-
<PAGE>


                  Section 4.20 Notification of Adjustments.

                  On each Adjustment Date, the Company shall make interest rate
adjustments for each Mortgage Loan in compliance with the requirements of the
related Mortgage and Mortgage Note. The Company shall execute and deliver the
notices required by each Mortgage and Mortgage Note regarding interest rate
adjustments. The Company also shall provide timely notification to the Purchaser
of all applicable data and information regarding such interest rate adjustments
and the Company's methods of implementing such interest rate adjustments. Upon
the discovery by the Company or the Purchaser that the Company has failed to
adjust a Mortgage Interest Rate or a Monthly Payment pursuant to the terms of
the related Mortgage Note and Mortgage, the Company shall immediately deposit in
the Custodial Account from its own funds the amount of any interest loss caused
thereby without reimbursement therefor.

                  Section 4.21 Appointment and Designation of Master Servicer.

                  The Purchaser has the right to appoint and designate any
Person as its master servicer (the "Master Servicer") for the Mortgage Loans
subject to this Agreement. Upon receipt of written notice from the Purchaser of
such appointment and designation, the Company is hereby authorized and
instructed to take any and all instructions with respect to servicing the
Mortgage Loans hereunder as if the Master Servicer were the Purchaser hereunder.
The authorization and instruction set forth herein shall remain in effect until
such time as the Company shall receive written instruction from the Purchaser
that such authorization and instruction is terminated.

                                    ARTICLE V

                              PAYMENTS TO PURCHASER

                  Section 5.01 Remittances.

                  On each Remittance Date the Company shall remit by wire
transfer of immediately available funds to the Purchaser (a) all amounts
deposited in the Custodial Account as of the close of business on the
Determination Date (net of charges against or withdrawals from the Custodial
Account pursuant to Section 4.05), plus (b) all amounts, if any, which the
Company is obligated to distribute pursuant to Section 5.03, minus (c) any
amounts attributable to Principal Prepayments received after the applicable
Principal Prepayment Period which amounts shall be remitted on the following
Remittance Date, together with any additional interest required to be deposited
in the Custodial Account in connection with such Principal Prepayment in
accordance with Section 4.04(viii), and minus (d) any amounts attributable to
Monthly Payments collected but due on a Due Date or Dates subsequent to the
first day of the month of the Remittance Date, which amounts shall be remitted
on the Remittance Date next succeeding the Due Period for such amounts.

                  With respect to any remittance received by the Purchaser after
the Business Day on which such payment was due, the Company shall pay to the
Purchaser interest on any such late payment at an annual rate equal to the Prime
Rate, adjusted as of the date of each change, plus three percentage points, but
in no event greater than the maximum amount permitted by



                                      -57-
<PAGE>


applicable law. Such interest shall be deposited in the Custodial Account by the
Company on the date such late payment is made and shall cover the period
commencing with the day following such Business Day and ending with the Business
Day on which such payment is made, both inclusive. Such interest shall be
remitted along with the distribution payable on the next succeeding Remittance
Date. The payment by the Company of any such interest shall not be deemed an
extension of time for payment or a waiver of any Event of Default by the
Company.

                  Section 5.02 Statements to Purchaser.

                  Not later than the 10th calendar day of each month (or if such
10th day is not a Business Day, the Business Day immediately preceding such 10th
day), the Company shall furnish to the Purchaser in electronic form monthly
reports with respect to the Mortgage Loans and the period from but including the
first day of the preceding calendar month through but excluding the first day of
such month, (i) in the form of standard ALLTEL reports in Microsoft Excel
format, (ii) in the form of Exhibit N with respect to defaulted Mortgage Loans,
and (iii) in the form of Exhibit O with respect to any realized loss sustained
with respect to any Mortgage Loan.

                  In addition, the Company shall provide each Purchaser with
such information as any Purchaser may reasonably request from time to time
concerning the Mortgage Loans as is necessary for such Purchaser to prepare its
federal income tax return and any and all other tax returns, information
statements or other filings required to be delivered to any governmental taxing
authority or to any Purchaser pursuant to any applicable law with respect to the
Mortgage Loans and the transactions contemplated hereby.

                  Section 5.03 Monthly Advances by Company.

                  On the Business Day immediately preceding each Remittance
Date, the Company shall deposit in the Custodial Account from its own funds an
amount equal to all Monthly Payments (with interest adjusted to the Mortgage
Loan Remittance Rate) which were due on the Mortgage Loans during the applicable
Due Period and which were delinquent at the close of business on the immediately
preceding Determination Date or which were deferred pursuant to Section 4.01.
The Company's obligation to make such Monthly Advances as to any Mortgage Loan
will continue through the last Monthly Payment due prior to the payment in full
of the Mortgage Loan, or through the last Remittance Date prior to the
Remittance Date for the distribution of all Liquidation Proceeds and other
payments or recoveries (including Insurance Proceeds and Condemnation Proceeds)
with respect to the Mortgage Loan.

                                   ARTICLE VI

                          GENERAL SERVICING PROCEDURES

                  Section 6.01 Transfers of Mortgaged Property.

                  The Company shall use its best efforts to enforce any
"due-on-sale" provision contained in any Mortgage or Mortgage Note and to deny
assumption by the person to whom the Mortgaged Property has been or is about to
be sold whether by absolute conveyance or by



                                      -58-

<PAGE>

contract of sale, and whether or not the Mortgagor remains liable on the
Mortgage and the Mortgage Note. When the Mortgaged Property has been conveyed by
the Mortgagor, the Company shall, to the extent it has knowledge of such
conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan
under the "due-on-sale" clause applicable thereto, provided, however, that the
Company shall not exercise such rights if prohibited by law from doing so or if
the exercise of such rights would impair or threaten to impair any recovery
under the related PMI or LPMI Policy, if any.

                  If the Company reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, the Company shall enter
into (i) an assumption and modification agreement with the person to whom such
property has been conveyed, pursuant to which such person becomes liable under
the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in
the event the Company is unable under applicable law to require that the
original Mortgagor remain liable under the Mortgage Note and the Company has the
prior consent of the primary mortgage guaranty insurer, a substitution of
liability agreement with the purchaser of the Mortgaged Property pursuant to
which the original Mortgagor is released from liability and the purchaser of the
Mortgaged Property is substituted as Mortgagor and becomes liable under the
Mortgage Note. If an assumption fee is collected by the Company for entering
into an assumption agreement, such fee will be retained by the Company as
additional servicing compensation. In connection with any such assumption,
neither the Mortgage Interest Rate borne by the related Mortgage Note, the term
of the Mortgage Loan nor the outstanding principal amount of the Mortgage Loan
shall be changed.

                  To the extent that any Mortgage Loan is assumable, the Company
shall inquire diligently into the creditworthiness of the proposed transferee,
and shall use the underwriting criteria for approving the credit of the proposed
transferee which are used by Fannie Mae with respect to underwriting mortgage
loans of the same type as the Mortgage Loan. If the credit of the proposed
transferee does not meet such underwriting criteria, the Company diligently
shall, to the extent permitted by the Mortgage or the Mortgage Note and by
applicable law, accelerate the maturity of the Mortgage Loan.

                  Section 6.02 Satisfaction of Mortgages and Release of Mortgage
Files.

                  Upon the payment in full of any Mortgage Loan, or the receipt
by the Company of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Company shall notify the Purchaser in
the Monthly Remittance Advice as provided in Section 5.02, and may request the
release of any Mortgage Loan Documents. In connection with any such prepayment
in full, the Company shall comply with all applicable laws regarding
satisfaction, release or reconveyance with respect to the Mortgage.

                  If the Company satisfies or releases a Mortgage without first
having obtained payment in full of the indebtedness secured by the Mortgage or
should the Company otherwise prejudice any rights the Purchaser may have under
the mortgage instruments, upon written demand of the Purchaser, the Company
shall repurchase the related Mortgage Loan at the Repurchase Price by deposit
thereof in the Custodial Account within 2 Business Days of receipt of such
demand by the Purchaser. The Company shall maintain the Fidelity Bond and Errors
and Omissions Insurance Policy as provided for in Section 4.12 insuring the
Company against any



                                      -59-
<PAGE>

loss it may sustain with respect to any Mortgage Loan not satisfied in
accordance with the procedures set forth herein.

                  Section 6.03 Servicing Compensation.

                  As compensation for its services hereunder, the Company shall
be entitled to withdraw from the Custodial Account or to retain from interest
payments on the Mortgage Loans the amount of its Servicing Fee. The Servicing
Fee shall be payable monthly and shall be computed on the basis of the
outstanding principal balance. The Servicing Fee shall be payable only at the
time of and with respect to those Mortgage Loans for which payment is in fact
made of the entire amount of the Monthly Payment. The obligation of the
Purchaser to pay the Servicing Fee is limited to, and payable solely from, the
interest portion of such Monthly Payments collected by the Company.

                  Additional servicing compensation in the form of assumption
fees and Ancillary Income shall be retained by the Company to the extent not
required to be deposited in the Custodial Account. The Company shall be required
to pay all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement thereof except as
specifically provided for herein. Prepayment Penalties shall be the property of
the Purchaser and may not be retained by the Company as additional servicing
compensation.

                  Section 6.04 Annual Statement as to Compliance.

                  (a) The Company will deliver to the Purchaser not later than
the earlier of (a) March 1 of each calendar year, commencing calendar year 2004
or (b) with respect to any calendar year during which the Depositor's annual
report on Form 10--K is required to be filed in accordance with the Exchange Act
and the rules and regulations of the Commission, thirty (30) calendar days
before the date on which the Depositor's annual report on Form 10-K is required
to be filed in accordance with the Exchange Act and the rules and regulations of
the Commission (or, in each case, if such day is not a Business Day, the
immediately succeeding Business Day), an Officers' Certificate stating, as to
each signatory thereof, that a review of the activities of the Company 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 Company has fulfilled all of its
obligations under this Agreement throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officers and the nature and status thereof. Copies of such
statement shall be provided by the Company to the Purchaser upon request.

                  (b) The Company will deliver to the Purchaser, with respect to
any Mortgage Loans that are subject to a securitization transaction, not later
than the earlier of (a) March 1 of each calendar year, commencing calendar year
2004 or (b) with respect to any calendar year during which the depositor's
annual report on Form 10-K is required to be filed in accordance with the
Exchange Act and the rules and regulations of the commission, thirty (30)
calendar days before the date on which the depositor's annual report on Form
10-K is required to be filed in accordance with the Exchange Act and the rules
and regulations of the Commission (or, in each case, if such day is not a
Business Day, the immediately succeeding Business Day), an officer of the
Company shall execute and deliver an Officer's Certificate in the form attached
hereto as



                                      -60-
<PAGE>

Exhibit M to the person who provides certification required under the
Sarbanes-Oxley Act of 2002 in connection with such a securitization transaction
for the benefit of such person and its officers, directors and affiliates.

                  (c) The Company shall indemnify and hold harmless the Master
Servicer and the Sarbanes Certifying Party (any such person, an "Indemnified
Party") from and against any losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach by the Company of its obligations under
Section 6.05, or the negligence, bad faith or willful misconduct of the Company
in connection therewith. If the indemnification provided for herein is
unavailable or insufficient to hold harmless any Indemnified Party, then the
Company agrees that it shall contribute to the amount paid or payable by the
Indemnified Party as a result of the losses, claims, damages or liabilities of
the Indemnified Party in such proportion as is appropriate to reflect the
relative fault of the Indemnified Party on the one hand and the Company in the
other in connection with a breach of the Company's obligations under Section
6.04 or Section 6.05, or the Company's negligence, bad faith or willful
misconduct in connection therewith.

                  (d) It is acknowledged and agreed that each Master Servicer
and the Sarbanes Certifying Party shall be an express third party beneficiary of
the provisions of Section 6.04 and Section 6.05, and shall be entitled
independently to enforce the provisions of Section 6.04 and Section 6.05 with
respect to any obligations owed to such entity as if it were a direct party to
this Agreement.

                  (e) In connection with any securitization of any of the
Mortgage Loans, on or about the date of such securitization transaction,
Purchaser shall notify Company of the date on which the depositor's annual
report on Form 10-K is required to be filed pursuant to such securitization
transaction.

                  Section 6.05 Annual Independent Certified Public Accountants'
Servicing Report.

                  The Company will deliver to the Purchaser, not later than the
earlier of (a) March 1 of each calendar year, commencing calendar year 2004 or
(b) with respect to any calendar year during which the Depositor's annual report
on Form 10--K is required to be filed in accordance with the Exchange Act and
the rules and regulations of the Commission, thirty (30) calendar days before
the date on which the depositor's annual report on Form 10-K is required to be
filed in accordance with the Exchange Act and the rules and regulations of the
Commission (or, in each case, if such day is not a Business Day, the immediately
succeeding Business Day), at its expense shall cause a firm of independent
public accountants which is a member of the American Institute of Certified
Public Accountants to furnish a statement to the Purchaser to the effect that
such firm has examined certain documents and records relating to the Company's
servicing of mortgage loans of the same type as the Mortgage Loans pursuant to
servicing agreements substantially similar to this Agreement, which agreements
may include this Agreement, and that, on the basis of such an examination,
conducted substantially in accordance with the uniform single attestation
program for mortgage bankers, such firm is of the opinion that the Company's
servicing has been conducted in compliance with the agreements examined pursuant
to this Section 6.05, except for (i) such exceptions as such firm shall believe
to be



                                      -61-
<PAGE>

immaterial, and (ii) such other exceptions as shall be set forth in such
statement. Copies of such statement shall be provided by the Company to the
Purchaser. In addition, on an annual basis, upon Purchaser's request, Company
shall provide Purchaser with copies of its audited financial statements upon
execution by Purchaser of an agreement to keep confidential the contents of such
financial statements.

                  Section 6.06 Purchaser's Right to Examine Company Records.

                  The Purchaser shall have the right to examine and audit upon
reasonable notice to the Company, during business hours or at such other times
as might be reasonable under applicable circumstances, any and all of the books,
records, documentation or other information of the Company, or held by another
for the Company or on its behalf or otherwise, which relates to the performance
or observance by the Company of the terms, covenants or conditions of this
Agreement.

                  The Company shall provide to the Purchaser and any supervisory
agents or examiners representing a state or federal governmental agency having
jurisdiction over the Purchaser, including but not limited to OTS, FDIC and
other similar entities, access to any documentation regarding the Mortgage Loans
in the possession of the Company which may be required by any applicable
regulations. Such access shall be afforded without charge, upon reasonable
request, during normal business hours and at the offices of the Company, and in
accordance with the federal government, FDIC, OTS, or any other similar
regulations.

                  In addition, the Company shall furnish upon request by the
Purchaser and at the Purchaser's cost and expense, during the term of this
Agreement, such periodic, special or other reports or information, whether or
not provided for herein, as shall be necessary, reasonable and appropriate with
respect to the purposes of this Agreement and applicable regulations. All such
reports or information shall be provided by and in accordance with all
reasonable instructions and directions the Purchaser may require. The Company
agrees to execute and deliver all such instruments and take all such action as
the Purchaser from time to time, may reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.

                                   ARTICLE VII

                     AGENCY TRANSFER; PASS-THROUGH TRANSFER

                  Section 7.01 Removal of Mortgage Loans from Inclusion Under
this Agreement Upon an Agency Transfer, Whole-Loan Transfer or a Pass-Through
Transfer on One or More Reconstitution Dates.

                  The Purchaser and the Company agree that with respect to some
or all of the Mortgage Loans, from time to time, but with respect to the
Mortgage Loans in each Mortgage Loan Package the Purchaser shall:

                  (1) Effect an Agency Transfer, and/or

                  (2) Effect a Whole Loan Transfer, and/or



                                      -62-
<PAGE>

                  (3) Effect a Pass-Through Transfer,

in each case retaining the Company as the servicer thereof, or as applicable the
"seller/servicer". On the related Reconstitution Date, the Mortgage Loans
transferred shall cease to be covered by this Agreement.

                  Unless otherwise agreed to between the Purchaser and the
Company, the Purchaser shall give the Company 15 days notice of any Agency
Transfer, Whole Loan Transfer or Pass-Through Transfer. The Company shall
cooperate with the Purchaser in connection with any Agency Transfer, Whole Loan
Transfer or Pass-Through Transfer contemplated by the Purchaser pursuant to this
Section 7.01. In that connection, the Company shall (a) execute any
Reconstitution Agreement within a reasonable period of time after receipt of any
Reconstitution Agreement which time shall be sufficient for the Company and
Company's counsel to review such Reconstitution Agreement, but such time shall
not exceed fifteen (15) Business Days after such receipt and such Reconstitution
Agreement shall not contain any materially greater servicing obligations of the
Company than as set forth herein, and (b) restate the representations and
warranties set forth in this Agreement as of the settlement or closing date in
connection with such Reconstitution (each, a "Reconstitution Date") or make the
representations and warranties set forth in the related selling/servicing guide
of the Master Servicer or issuer, as the case may be, or such representations
and warranties as may be required by any Rating Agency or prospective purchaser
of the related securities or such Mortgage Loans, in connection with such
Reconstitution, (c) provide to Fannie Mae, Freddie Mac, the trustee or a third
party purchaser, as the case may be, subject to any Reconstitution Agreement
and/or the Purchaser: (i) any and all information and appropriate verification
of information which may be reasonably available to the Company, whether through
letters of its auditors and counsel or otherwise, as the Purchaser shall
reasonably request; and (ii) such additional representations, warranties,
covenants, opinions of counsel, letters from auditors, and certificates of
public officials or officers of the Company as are reasonably believed necessary
by Fannie Mae, Freddie Mac, the trustee, such third party purchaser, any master
servicer, any rating agency or the Purchaser, as the case may be, in connection
with such transactions and (d) execute, deliver and satisfy all conditions set
forth in any indemnity agreement reasonably satisfactory to the Company required
by the Purchaser, the Master Servicer or any such participant. Moreover, the
Company agrees to cooperate with all reasonable requests made by the Purchaser
to effect such Reconstitution Agreements. The Company shall indemnify the
Purchaser, and each Affiliate designated by the Purchaser and each Person who
controls the Purchaser, or such Affiliate and hold each of them harmless from
and against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that each of them may sustain in any way related to any information
provided by or on behalf of the Company regarding the Company, the Company's
servicing practices or performance, the Mortgage Loans or the Underwriting
Guidelines set forth in any offering document prepared in connection with any
Reconstitution. For purposes of the previous sentence, "Purchaser" shall mean
the Person then acting as the Purchaser under this Agreement and any and all
Persons who previously were "Purchasers" under this Agreement.

                  In the event the Purchaser has elected to have the Company
hold record title to the Mortgages, prior to a Reconstitution Date the Company
or its designee shall prepare an Assignment of Mortgage in blank from the
Company, acceptable to Fannie Mae, Freddie Mac,



                                      -63-
<PAGE>

the trustee or such third party, as the case may be, for each Mortgage Loan that
is part of an Agency Transfer, Whole Loan Transfer or Pass-Through Transfer and
shall pay all preparation and recording costs associated therewith. The Company
shall execute each Assignment of Mortgage, track such Assignments of Mortgage to
ensure they have been recorded and deliver them as required by Fannie Mae,
Freddie Mac, the trustee or such third party, as the case may be, upon the
Company's receipt thereof. Additionally, the Company shall prepare and execute,
at the direction of the Purchaser, any note endorsements in connection with any
and all Reconstitution Agreements.

                  All Mortgage Loans not sold or transferred pursuant to an
Agency Transfer, Whole Loan Transfer or Pass-Through Transfer and any Mortgage
Loans repurchased by the Purchaser pursuant to Section 7.02 hereof, shall be
subject to this Agreement and shall continue to be serviced in accordance with
the terms of this Agreement and with respect thereto this Agreement shall remain
in full force and effect.

                  Unless otherwise agreed to between the Company and the
Purchaser, with respect to any Mortgage Loan Package, the Company will not be
obligated to enter into any Reconstitution Agreement in connection with a
Pass-Through Transfer or Agency Transfer in excess of any express restrictions
set forth in the related Assignment and Conveyance and related Trade
Confirmation.

                  Section 7.02 Purchaser's Repurchase and Indemnification
Obligations.

                  Upon receipt by the Company of notice from Fannie Mae, Freddie
Mac, a third party purchaser or the trustee of a breach of any Purchaser
representation or warranty contained in any Reconstitution Agreement or a
request by Fannie Mae, Freddie Mac or the trustee, as the case may be, for the
repurchase of any Mortgage Loan transferred to Fannie Mae or Freddie Mac
pursuant to an Agency Transfer, to a third party purchaser pursuant to a Whole
Loan Transfer or to a trustee pursuant to a Pass-Through Transfer, the Company
shall promptly notify the Purchaser of same and shall, at the direction of the
Purchaser, use its best efforts to cure and correct any such breach and to
satisfy the requests or concerns of Fannie Mae, Freddie Mac, the third party
purchaser, or the trustee related to such deficiencies of the related Mortgage
Loans transferred to Fannie Mae, Freddie Mac, or the trustee.

                  The Purchaser shall repurchase from the Company any Mortgage
Loan transferred to Fannie Mae or Freddie Mac pursuant to an Agency Transfer, to
a third party purchaser pursuant to a Whole Loan Transfer or to a trustee
pursuant to a Pass-Through Transfer with respect to which the Company has been
required by Fannie Mae, Freddie Mac, the third party purchaser or the trustee to
repurchase due to a breach of a representation or warranty made by the Purchaser
with respect to the Mortgage Loans, and not due to a breach of the Company's
representations or obligations thereunder or pursuant to this Agreement. The
repurchase price to be paid by the Purchaser to the Company shall equal that
repurchase price paid by the Company to Fannie Mae, Freddie Mac, the third party
purchaser or the third party purchaser plus all reasonable costs and expenses
borne by the Company in connection with the cure of said breach of a
representation or warranty made by the Purchaser and in connection with the
repurchase of such Mortgage Loan from Fannie Mae, Freddie Mac, a third party
purchaser or the trustee, including, but not limited to, reasonable and
necessary attorneys' fees.



                                      -64-
<PAGE>

                  At the time of repurchase, the Custodian and the Company shall
arrange for the reassignment of the repurchased Mortgage Loan to the Purchaser
according to the Purchaser's instructions and the delivery to the Custodian of
any documents held by Fannie Mae, Freddie Mac, a third party purchaser or the
trustee with respect to the repurchased Mortgage Loan pursuant to the related
Reconstitution Agreement. In the event of a repurchase, the Company shall,
simultaneously with such reassignment, give written notice to the Purchaser that
such repurchase has taken place, and amend the related Mortgage Loan Schedule to
reflect the addition of the repurchased Mortgage Loan to this Agreement. In
connection with any such addition, the Company and the Purchaser shall be deemed
to have made as to such repurchased Mortgage Loan the representations and
warranties set forth in this Agreement except that all such representations and
warranties set forth in this Agreement shall be deemed made as of the date of
such repurchase.

                                  ARTICLE VIII

                              COMPANY TO COOPERATE

                  Section 8.01 Provision of Information.

                  During the term of this Agreement, the Company shall furnish
to the Purchaser such periodic, special, or other reports or information and
copies or originals of any documents contained in the Servicing File for each
Mortgage Loan, whether or not provided for herein, as shall be necessary,
reasonable, or appropriate with respect to the Purchaser, any regulatory
requirement pertaining to the Purchaser or the purposes of this Agreement. All
such reports, documents or information shall be provided by and in accordance
with all reasonable instructions and directions which the Purchaser may give.
Any special reports or information delivered shall be at the Purchaser's
expense.

                  The Company shall execute and deliver all such instruments and
take all such action as the Purchaser may reasonably request from time to time,
in order to effectuate the purposes and to carry out the terms of this
Agreement.

                  The Company shall deliver a copy of its most recent annual
audited financial statement or unaudited financial statement upon reasonable
request of the Purchaser.

                  Section 8.02 Financial Statements; Servicing Facility.

                  In connection with marketing the Mortgage Loans, the Purchaser
may make available to a prospective Purchaser a Consolidated Statement of
Operations of the Company for the most recently completed five fiscal years for
which such a statement is available, as well as a Consolidated Statement of
Condition at the end of the last two fiscal years covered by such Consolidated
Statement of Operations. Purchaser shall not make such statement available to
any prospective Purchaser unless such prospective Purchaser has signed a
confidentiality agreement with respect to the information provided with respect
to Company unless already publicly available. The Company also shall make
available any comparable interim statements to the extent any such statements
have been prepared by or on behalf of the Company (and are available upon
request to members or stockholders of the Company or to the public at large). If



                                      -65-
<PAGE>

it has not already done so, the Company shall furnish promptly to the Purchaser
copies of the statement specified above.

                  The Company also shall make available to Purchaser or
prospective Purchaser a knowledgeable financial or accounting officer for the
purpose of answering questions respecting recent developments affecting the
Company or the financial statements of the Company, and to permit any
prospective Purchaser to inspect the Company's servicing facilities or those of
any Subservicer for the purpose of satisfying such prospective Purchaser that
the Company and any Subservicer have the ability to service the Mortgage Loans
as provided in this Agreement.

                                   ARTICLE IX

                                   THE COMPANY

                  Section 9.01 Indemnification; Third Party Claims.

                  (a) Breaches of Representations and Warranties. The Company
agrees to indemnify the Purchaser and hold it harmless from and against any and
all claims, losses, damages, penalties, fines, forfeitures, legal fees and
related costs, judgments, and any other costs, fees and expenses that the
Purchaser may sustain in any way related to any assertion based on, grounded
upon, or resulting from a Breach of any of the Company's representations and
warranties contained herein or in any way related to the failure of the Company
to comply with its obligations and covenants under this Agreement. The Company
shall immediately notify the Purchaser if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans, assume (with the written
consent of the Purchaser and with counsel reasonably satisfactory to the
Purchaser) the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or the Purchaser in respect
of such claim but failure to so notify the Purchaser shall not limit its
obligations hereunder. The Company agrees that it will not enter into any
settlement of any such claim without the consent of the Purchaser unless such
settlement includes an unconditional release of the Purchaser from all liability
that is the subject matter of such claim. In addition to the obligations of the
Company set forth in this Section 9.01(a), the Purchaser may pursue any and all
remedies otherwise available at law or in equity, including, but not limited to,
the right to seek damages. The provisions of this Section 9.01(a) shall survive
termination of this Agreement.

                  It is understood and agreed that the obligations of the
Company set forth in Sections 3.03, 3.04,6.02 and 9.01(a) to cure, substitute
for or repurchase a defective Mortgage Loan and to indemnify the Purchaser
constitute the sole remedies of the Purchaser respecting a Breach of the
representations and warranties set forth in Section 3.01 and 3.02.

                  (b) Servicing. The Company shall indemnify the Purchaser and
hold it harmless against any and all claims, losses, damages, penalties, fines,
and forfeitures, including, but not limited to reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that
the Purchaser may sustain in any way related to the failure of the Company to
(a) perform its duties and service the Mortgage Loans in strict compliance with
the terms of this Agreement or any Reconstitution Agreement entered into
pursuant to Section 7.01,



                                      -66-
<PAGE>

and/or (b) comply with applicable law. The Company immediately shall notify the
Purchaser if a claim is made by a third party with respect to this Agreement or
any Reconstitution Agreement or the Mortgage Loans, shall promptly notify Fannie
Mae, Freddie Mac, or the trustee with respect to any claim made by a third party
with respect to any Reconstitution Agreement, assume (with the prior written
consent of the Purchaser) the defense of any such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or the Purchaser
in respect of such claim. The Company shall follow any written instructions
received from the Purchaser in connection with such claim. The Purchaser
promptly shall reimburse the Company for all amounts advanced by it pursuant to
the preceding sentence except when the claim is in any way related to the
Company's indemnification pursuant to Section 3.03 or 9.01 (a), or the failure
of the Company to (a) service and administer the Mortgage Loans in strict
compliance with the terms of this Agreement or any Reconstitution Agreement,
and/or (b) comply with applicable law.

                  Section 9.02 Merger or Consolidation of the Company.

                  The Company shall keep in full effect its existence, rights
and franchises as a corporation, and shall obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement or any of the Mortgage Loans and to perform its
duties under this Agreement.

                  Any person into which the Company may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any Person succeeding to
the business of the Company, shall be the successor of the Company 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 in the event that such successor servicer is not
acceptable to the Purchaser in its sole discretion, the Purchaser shall have the
right to terminate the successor servicer's rights under this servicing
agreement without payment of any Termination Fee.

                  Section 9.03 Limitation on Liability of Company and Others.

                  Neither the Company nor any of the directors, officers,
employees or agents of the Company shall be under any liability to the Purchaser
for any action taken or for refraining from the taking of any action in good
faith pursuant to this Agreement, or for errors in judgment, provided, however,
that this provision shall not protect the Company or any such person against any
Breach of warranties or representations made herein, or failure to perform its
obligations in strict compliance with any standard of care set forth in this
Agreement, or any liability which would otherwise be imposed by reason of any
breach of the terms and conditions of this Agreement. The Company and any
director, officer, employee or agent of the Company may rely in good faith on
any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Company shall not be under
any obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Mortgage Loans in accordance with this
Agreement and which in its opinion may involve it in any expense or liability,
provided, however, that the Company may, with the



                                      -67-
<PAGE>

consent of the Purchaser, undertake any such action which it may deem necessary
or desirable in respect to this Agreement and the rights and duties of the
parties hereto. In such event, the Company shall be entitled to reimbursement
from the Purchaser of the reasonable legal expenses and costs of such action
except when such expenses and costs are subject to the Company's indemnification
under this Agreement.

                  Section 9.04 Limitation on Resignation and Assignment by
Company.

                  The Purchaser has entered into this Agreement with the Company
and subsequent Purchasers will purchase the Mortgage Loans in reliance upon the
independent status of the Company, and the representations as to the adequacy of
its servicing facilities, plant, personnel, records and procedures, its
integrity, reputation and financial standing, and the continuance thereof.
Therefore, the Company shall neither assign this Agreement or the servicing
hereunder or delegate its rights or duties hereunder or any portion hereof (to
other than a Subservicer) or sell or otherwise dispose of all or substantially
all of its property or assets without the prior written consent of the
Purchaser, which consent shall not be unreasonably withheld.

                  The Company shall not resign from the obligations and duties
hereby imposed on it except by mutual consent of the Company and the Purchaser
or upon the determination that its duties hereunder are no longer permissible
under applicable law and such incapacity cannot be cured by the Company. Any
such determination permitting the resignation of the Company shall be evidenced
by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion
of Counsel shall be in form and substance acceptable to the Purchaser. No such
resignation shall become effective until a successor shall have assumed the
Company's responsibilities and obligations hereunder in the manner provided in
Section 12.01.

                  Without in any way limiting the generality of this Section
9.04, in the event that the Company either shall assign this Agreement or the
servicing responsibilities hereunder or delegate its duties hereunder or any
portion thereof (to other than a Subservicer) or sell or otherwise dispose of
all or substantially all of its property or assets, without the prior written
consent of the Purchaser, then the Purchaser shall have the right to terminate
this Agreement upon notice given as set forth in Section 10.01, without any
payment of any penalty or damages and without any liability whatsoever to the
Company or any third party.

                                    ARTICLE X

                                     DEFAULT

                  Section 10.01 Events of Default.

                  Each of the following shall constitute an Event of Default on
the part of the Company:

                  (i) any failure by the Company to remit to the Purchaser any
         payment required to be made under the terms of this Agreement which
         continues unremedied for a period of two days after the date upon which
         written notice of such failure, requiring the same to be remedied,
         shall have been given to the Company by the Purchaser; or



                                      -68-
<PAGE>

                  (ii) failure by the Company duly to observe or perform in any
         material respect any other of the covenants or agreements on the part
         of the Company set forth in this Agreement which continues unremedied
         for a period of 30 days after the date on which written notice of such
         failure, requiring the same to be remedied, shall have been given to
         the Company by the Purchaser; or

                  (iii) failure by the Company to maintain its license to do
         business in any jurisdiction where the Mortgage Property is located; or

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

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

                  (vi) the Company 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, bankruptcy or reorganization
         statute, make an assignment for the benefit of its creditors,
         voluntarily suspend payment of its obligations or cease its normal
         business operations for three Business Days; or

                  (vii) the Company ceases to meet the qualifications of a
         Fannie Mae, Freddie Mac, GNMA or VA servicer, as applicable; or

                  (viii) the Company fails to maintain a minimum net worth of
         $25,000,000; or

                  (ix) the Company attempts to assign its right to servicing
         compensation hereunder or the Company attempts, without the consent of
         the Purchaser, to sell or otherwise dispose of all or substantially all
         of its property or assets or to assign this Agreement or the servicing
         responsibilities hereunder or to delegate its duties hereunder or any
         portion thereof (to other than a Subservicer) in violation of Section
         9.04.

                  (x) the Company fails to duly perform, within the required
         time period, its obligations under Section 6.04 or Section 6.05, which
         failure continues unremedied for a period of fifteen (15) days after
         the date on which written notice of such failure, requiring the same to
         be remedied, shall have been given to the Company by any party to this
         Agreement or by any master servicer responsible for master servicing
         the Mortgage Loans pursuant to a securitization of such Mortgage Loans.

                  In each and every such case, so long as an Event of Default
shall not have been remedied, in addition to whatsoever rights the Purchaser may
have at law or equity to damages, including injunctive relief and specific
performance, the Purchaser, by notice in writing to the



                                      -69-
<PAGE>

Company, may terminate all the rights and obligations of the Company under this
Agreement and in and to the Mortgage Loans and the proceeds thereof.

                  Upon receipt by the Company of such written notice, all
authority and power of the Company under this Agreement, whether with respect to
the Mortgage Loans or otherwise, shall pass to and be vested in the successor
appointed pursuant to Section 12.01. Upon written request from any Purchaser,
the Company shall prepare, execute and deliver to the successor entity
designated by the Purchaser any and all documents and other instruments, place
in such successor's possession all Mortgage Files, and do or cause to be done
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, including but not limited to the transfer and endorsement
or assignment of the Mortgage Loans and related documents, at the Company's sole
expense. The Company shall cooperate with the Purchaser and such successor in
effecting the termination of the Company's responsibilities and rights
hereunder, including without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be credited by
the Company to the Custodial Account or Escrow Account or thereafter received
with respect to the Mortgage Loans.

                  Section 10.02 Waiver of Defaults.

                  By a written notice, the Purchaser may waive any default by
the Company in the performance of its obligations hereunder and its
consequences. Upon any waiver of a past default, such default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon except to the
extent expressly so waived.

                                   ARTICLE XI

                                   TERMINATION

                  Section 11.01 Termination.

                  This Agreement shall terminate upon either: (i) the later of
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or the disposition of any REO Property with respect to
the last Mortgage Loan and the remittance of all funds due hereunder; or (ii)
mutual consent of the Company and the Purchaser in writing.

                  Section 11.02 Termination Without Cause.

                  The Purchaser may terminate, at its sole option, any rights
the Company may have hereunder, without cause, upon sixty days notice or as
provided in this Section 11.02. Any such notice of termination shall be in
writing and delivered to the Company by registered mail as provided in Section
12.05. The Purchaser and the Company shall comply with the termination
procedures set forth in Section 12.01 hereof.



                                      -70-
<PAGE>

                  In the event the Purchaser terminates the Company without
cause with respect to some or all of the Mortgage Loans, the Purchaser shall be
required to pay to the Company a Termination Fee in an amount equal to the
product of (a) 1.50% and (b) the outstanding principal balance of each such
Mortgage Loan.

                  Notwithstanding and in addition to the foregoing, in the event
that (i) a Mortgage Loan becomes delinquent for a period of 91 days or more (a
"Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the
Purchaser may at its election terminate this Agreement with respect to such
Delinquent Mortgage Loan or REO Property without payment of a termination fee
therefor, upon 15 days' written notice to the Company, provided, that upon
termination of the Agreement with respect to such Delinquent Mortgage Loan or
REO Property, the Purchaser shall reimburse the Company for all outstanding
Servicing Advances or Servicing Fees.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

                  Section 12.01 Successor to Company.

                  Prior to termination of the Company's responsibilities and
duties under this Agreement pursuant to Sections 9.04, 10.01 and 11.01 (ii) or
pursuant to Section 11.02 after the 90 day period has expired, the Purchaser
shall, (i) succeed to and assume all of the Company's responsibilities, rights,
duties and obligations under this Agreement, or (ii) appoint a successor
acceptable to the Purchaser and which shall succeed to all rights and assume all
of the responsibilities, duties and liabilities of the Company under this
Agreement prior to the termination of Company's responsibilities, duties and
liabilities under this Agreement. In connection with such appointment and
assumption, the Purchaser may make such arrangements for the compensation of
such successor out of payments on Mortgage Loans as it and such successor shall
agree. In the event that the Company's duties, responsibilities and liabilities
under this Agreement should be terminated pursuant to the aforementioned
sections, the Company shall discharge such duties and responsibilities during
the period from the date it acquires knowledge of such termination until the
effective date thereof with the same degree of diligence and prudence which it
is obligated to exercise under this Agreement, and shall take no action
whatsoever that might impair or prejudice the rights or financial condition of
its successor. The resignation or removal of the Company pursuant to the
aforementioned sections shall not become effective until a successor shall be
appointed pursuant to this Section 12.01 and shall in no event relieve the
Company of the representations and warranties made pursuant to Sections 3.01 and
3.02 and the remedies available to the Purchaser under Sections 3.03, 3.04, 6.02
and 9.01, it being understood and agreed that the provisions of such Sections
3.01, 3.02, and 3.03 shall be applicable to the Company notwithstanding any such
sale, assignment, resignation or termination of the Company, or the termination
of this Agreement.

                  Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Company and to the Purchaser an instrument
accepting such appointment, wherein the successor shall make the representations
and warranties set forth in Section 3.01, except for subsections (f), (h), (i)
and (k) thereof, whereupon such successor shall become fully vested with



                                      -71-
<PAGE>

all the rights, powers, duties, responsibilities, obligations and liabilities of
the Company, with like effect as if originally named as a party to this
Agreement. Any termination or resignation of the Company or termination of this
Agreement pursuant to Section 9.04, 10.01, 11.01 or 11.02 shall not affect any
claims that any Purchaser may have against the Company arising out of the
Company's actions or failure to act prior to any such termination or
resignation.

                  The Company shall deliver promptly to the successor servicer
the Funds in the Custodial Account and Escrow Account and all Mortgage Files and
related documents and statements held by it hereunder and the Company shall
account for all funds and shall execute and deliver such instruments and do such
other things as may reasonably be required to more fully and definitively vest
in the successor all such rights, powers, duties, responsibilities, obligations
and liabilities of the Company.

                  Upon a successor's acceptance of appointment as such, the
Company shall notify by mail the Purchaser of such appointment in accordance
with the procedures set forth in Section 12.05.

                  Section 12.02 Amendment.

                  This Agreement may be amended from time to time by the Company
and the Purchaser by written agreement signed by the Company and the Purchaser.

                  Section 12.03 Governing Law.

                  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 12.04 Duration of Agreement.

                  This Agreement shall continue in existence and effect until
terminated as herein provided. This Agreement shall continue notwithstanding
transfers of the Mortgage Loans by the Purchaser.

                  Section 12.05 Notices.

                  All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by registered mail, postage prepaid, addressed as follows:



                                      -72-
<PAGE>

                  (i)      if to the Company:
                           National City Mortgage Co.
                           ATTN: Hugh Yeary
                           3232 Newmark Dr.
                           Miamisburg, OH 45342

                           with a copy to:

                           National City Mortgage Co.
                           ATTN: T. Jackson Case
                           3232 Newmark Dr.
                           Miamisburg, OH 45342

                  or such other address as may hereafter be furnished to the
         Purchaser in writing by the Company;

                  (ii)     if to Purchaser:

                           J.P. Morgan Mortgage Acquisition Corp.
                           270 Park Avenue
                           New York, NY 10017
                           ATTN: Director of MBS Trading
                           with a copy to the General Counsel's Office

                  Section 12.06 Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be held invalid for any reason whatsoever, 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.

                  Section 12.07 Relationship of Parties.

                  Nothing herein contained shall be deemed or construed to
create a partnership or joint venture between the parties hereto and the
services of the Company shall be rendered as an independent contractor and not
as agent for the Purchaser.

                  Section 12.08 Execution; Successors and Assigns.

                  This Agreement may be executed in one or more counterparts and
by the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same agreement. Subject to Section 9.04, this Agreement
shall inure to the benefit of and be binding upon the Company and the Purchaser
and their respective successors and assigns.



                                      -73-
<PAGE>

                  Section 12.09 Recordation of Assignments of Mortgage.

                  To the extent permitted by applicable law, each of the
Assignments of Mortgage 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 Mortgaged Properties are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected at the Company's expense in the event recordation is either
necessary under applicable law or requested by the Purchaser at its sole option.

                  Section 12.10 Assignment by Purchaser.

                  The Purchaser shall have the right, without the consent of the
Company but subject to the limit set forth in Section 2.02 hereof, to assign, in
whole or in part, its interest under this Agreement with respect to some or all
of the Mortgage Loans, and designate any person to exercise any rights of the
Purchaser hereunder. Upon such assignment of rights and assumption of
obligations, the assignee or designee shall accede to the rights and obligations
hereunder of the Purchaser with respect to such Mortgage Loans and the Purchaser
as assignor shall be released from all obligations hereunder with respect to
such Mortgage Loans from and after the date of such assignment and assumption.
All references to the Purchaser in this Agreement shall be deemed to include its
assignee or designee.

                  Section 12.11 Intention of the Parties.

                  It is the intention of the parties that the Purchaser is
purchasing, and the Company is selling, the Mortgage Loans and not a debt
instrument of the Company or another security. Accordingly, the parties hereto
each intend to treat the transaction for federal income tax purposes as a sale
by the Company, and a purchase by the Purchaser, of the Mortgage Loans. The
Purchaser shall have the right to review the Mortgage Loans and the related
Mortgage Files to determine the characteristics of the Mortgage Loans which
shall affect the federal income tax consequences of owning the Mortgage Loans
and the Company shall cooperate with all reasonable requests made by the
Purchaser in the course of such review.

                  It is not the intention of the parties that such conveyances
be deemed a pledge thereof. However, in the event that, notwithstanding the
intent of the parties, such assets are held to be the property of the Company or
if for any other reason this Agreement is held or deemed to create a security
interest in either such assets, then (a) this Agreement shall be deemed to be a
security agreement within the meaning of the Uniform Commercial Code of the
State of New York and (b) the conveyances provided for in this Agreement shall
be deemed to be an assignment and a grant by the Company to the Purchaser of a
security interest in all of the assets transferred, whether now owned or
hereafter acquired.

                  Section 12.12 Waivers.

                  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.



                                      -74-
<PAGE>

                  Section 12.13 Exhibits.

                  The exhibits to this Agreement are hereby incorporated and
made a part hereof and are an integral part of this Agreement.

                  Section 12.14 General Interpretive Principles.

                  For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

                  (a) the terms defined in this Agreement have the meanings
assigned to them in this Agreement and include the plural as well as the
singular, and the use of any gender herein shall be deemed to include the other
gender;

                  (b) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles;

                  (c) references herein to "Articles," "Sections,"
"Subsections," "Paragraphs" and other subdivisions without reference to a
document are to designated Articles, Sections, Subsections, Paragraphs and other
subdivisions of this Agreement;

                  (d) reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to Paragraphs and
other subdivisions;

                  (e) the words "herein," "hereof," "hereunder" and other words
of similar import refer to this Agreement as a whole and not to any particular
provision; and

                  (f) the term "include" or "including" shall mean without
limitation by reason of enumeration.

                  Section 12.15 Reproduction of Documents.

                  This Agreement and all documents relating thereto, including,
without limitation (a) consents, waivers and modifications which may hereafter
be executed, (b) documents received by any party at the closing and (c)
financial statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
agree that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party hereto
in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.

                  Section 12.16 Confidentiality.

                  Each of the Purchaser, the Company and the Master Servicer
shall employ proper procedures and standards designed to maintain the
confidential nature of the terms of this



                                      -75-
<PAGE>

Agreement, except to the extent (a) the disclosure of which is reasonably
believed by such party to be required in connection with regulatory requirements
or other legal requirements relating to its affairs; (b) disclosed to any one or
more of such party's employees, officers, directors, agents, attorneys or
accountants who would have access to the contents of this Agreement and such
data and information in the normal course of the performance of such person's
duties for such party, to the extent such party has procedures in effect to
inform such person of the confidential nature thereof; (c) that is disclosed in
a prospectus, prospectus supplement or private placement memorandum relating to
a securitization of the Mortgage Loans by the Purchaser (or an affiliate
assignee thereof) or to any Ratings Agency or other person in connection with
the resale or proposed resale of all or a portion of the Mortgage Loans by such
party in accordance with the terms of this Agreement; and (d) that is reasonably
believed by such party to be necessary for the enforcement of such party's
rights under this Agreement.

                  Section 12.17 Entire Agreement.

                  This Agreement constitutes the entire agreement and
understanding relating to the subject matter hereof between the parties hereto
and any prior oral or written agreements between them shall be deemed to have
merged herewith. Section 12.18 Further Agreements.

                  The Company, the Master Servicer and the Purchaser each agree
to execute and deliver to the other such reasonable and appropriate additional
documents, instruments or agreements as may be necessary or appropriate to
effectuate the purposes of this Agreement.

                  Section 12.19 Non-Solicitation.

                  From and after the Closing Date, each of the Company and any
of their respective affiliates hereby agrees that it will not take any action or
permit or cause any action to be taken by any of its agents or affiliates, or by
any independent contractors on its behalf, to personally, by telephone or mail,
solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a
Mortgage Loan, in whole or in part, without the prior written consent of
Purchaser or the Master Servicer. It is understood and agreed that all rights
and benefits relating to the solicitation of any Mortgagors and the attendant
rights, title and interest in and to the list of such Mortgagors and data
relating to their Mortgages (including insurance renewal dates) shall be
transferred to Purchaser pursuant hereto on the Closing Date and neither the
Company nor any of its affiliates shall take any action to undermine these
rights and benefits.

                  Notwithstanding the foregoing, it is understood and agreed
that the Company or any of its affiliates:

                  (a) may provide pay-off information and otherwise cooperate
with individual mortgagors who contact it about prepaying their mortgages by
advising them of refinancing terms and streamlined origination arrangements that
are available; and

                  (b) may offer to refinance a Mortgage Loan following receipt
by it of a pay-off request from the related Mortgagor. Promotions undertaken by
the Company or by any affiliate of the Company which are directed to the general
public at large (including, without



                                      -76-
<PAGE>

limitation, mass mailing based on commercially acquired mailing lists,
newspaper, radio and television advertisements), shall not constitute
solicitation under this Section 12.19.

                  Section 12.20 Waiver of Trial by Jury.

                  THE COMPANY AND THE PURCHASER EACH KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS
AGREEMENT.

                  Section 12.21 Anti-Predatory Lending Policies.

                           Purchaser hereby states that it has in place internal
policies and procedures that expressly prohibit its purchase of any High
Cost Mortgage Loan. The foregoing statement is in no way intended to expand the
representations, warranties, covenants or obligations imposed upon the Purchaser
hereunder and shall not in any manner limit the rights or remedies of the
Purchaser hereunder.



                       [SIGNATURE PAGES ON FOLLOWING PAGE]



                                      -77-
<PAGE>

                  IN WITNESS WHEREOF, the Company and the Purchaser have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.


                                    J.P. MORGAN MORTGAGE ACQUISITION CORP.
                                             Purchaser


                                    By: /s/ Jonathan P. Davis

                                    Name: Jonathan P. Davis

                                    Title: Vice President


                                    NATIONAL CITY MORTGAGE CO.
                                    Company

                                    By: /s/ Catheren Stickelmaier

                                    Name: Catheren Stickelmaier

                                    Title: Vice President




<PAGE>

STATE OF ___________________________)
                                    ) ss.:
COUNTY OF __________________________)


                  On the __ day of ________, 2004 before me, a Notary Public in
and for said State, personally appeared ________, known to me to be
______________________________ of ____________________ 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 affixed my
office seal the day and year in this certificate first above written.


                                                --------------------------------
                                                Notary Public


                                                My Commission expires

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


<PAGE>

STATE OF OHIO                       )
                                    ) ss.:
COUNTY OF MONTGOMERY                )


                  On the __ day of _______, 2004 before me, a Notary Public in
and for said State, personally appeared _____________, known to me to be
_________________ of National City Mortgage Co. the 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 affixed my
office seal the day and year in this certificate first above written.




                                   ---------------------------------------------
                                   Notary Public


                                   My Commission expires
                                                         -----------------------



<PAGE>

                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE





                                      A-1
<PAGE>

                                   EXHIBIT B-1

                         CONTENTS OF EACH MORTGAGE FILE


                  With respect to each Mortgage Loan, the Mortgage File shall
include each of the following items, which shall be available for inspection by
the Purchaser and any prospective Purchaser, and which shall be retained by the
Company in the Servicing File or delivered to the Custodian pursuant to Section
2.01 and 2.03 of the Flow Master Seller's Warranties and Servicing Agreement to
which this Exhibit is attached (the "Agreement"):

         1.       The original Mortgage Note bearing all intervening
                  endorsements, endorsed "Pay to the order of _________ without
                  recourse" and signed via original signature in the name of the
                  Company by an authorized officer (in the event that the
                  Mortgage Loan was acquired by the Company in a merger, the
                  signature must be in the following form: "National City
                  Mortgage Co., successor by merger to [name of predecessor]";
                  and in the event that the Mortgage Loan was acquired or
                  originated by the Company while doing business under another
                  name, the signature must be in the following form: "National
                  City Mortgage Co., formerly known as [previous name]").

         2.       The original of any guarantee executed in connection with the
                  Mortgage Note (if any).

         3.       The original Mortgage, with evidence of recording thereon. If
                  in connection with any Mortgage Loan, the Company cannot
                  deliver or cause to be delivered the original Mortgage with
                  evidence of recording thereon on or prior to the related
                  Closing Date because of a delay caused by the public recording
                  office where such Mortgage has been delivered for recordation
                  or because such Mortgage has been lost or because such public
                  recording office retains the original recorded Mortgage, the
                  Company shall deliver or cause to be delivered to the
                  Custodian, a photocopy of such Mortgage, together with (i) in
                  the case of a delay caused by the public recording office, an
                  Officer's Certificate of the Company stating that such
                  Mortgage has been dispatched to the appropriate public
                  recording office for recordation and that the original
                  recorded Mortgage or a copy of such Mortgage certified by such
                  public recording office to be a true and complete copy of the
                  original recorded Mortgage will be promptly delivered to the
                  Custodian upon receipt thereof by the Company; or (ii) in the
                  case of a Mortgage where a public recording office retains the
                  original recorded Mortgage or in the case where a Mortgage is
                  lost after recordation in a public recording office, a copy of
                  such Mortgage certified by such public recording office or by
                  the title insurance company that issued the title policy to be
                  a true and complete copy of the original recorded Mortgage.

         4.       The originals of all assumption, modification, consolidation
                  or extension agreements, with evidence of recording thereon.



                                      B-1
<PAGE>

         5.       The original Assignment of Mortgage for each Mortgage Loan, in
                  form and substance acceptable for recording, delivered in
                  blank. If the Mortgage Loan was acquired by the Company in a
                  merger, the Assignment of Mortgage must be made by "National
                  City Mortgage Co., successor by merger to [name of
                  predecessor]." If the Mortgage Loan was acquired or originated
                  by the Company while doing business under another name, the
                  Assignment of Mortgage must be by "National City Mortgage Co.,
                  formerly known as [previous name]."

         6.       Originals of all intervening assignments of the Mortgage with
                  evidence of recording thereon, or if any such intervening
                  assignment has not been returned from the applicable recording
                  office or has been lost or if such public recording office
                  retains the original recorded assignments of mortgage, the
                  Company shall deliver or cause to be delivered to the
                  Custodian, a photocopy of such intervening assignment,
                  together with (i) in the case of a delay caused by the public
                  recording office, an Officer's Certificate of the Company
                  stating that such intervening assignment of mortgage has been
                  dispatched to the appropriate public recording office for
                  recordation and that such original recorded intervening
                  assignment of mortgage or a copy of such intervening
                  assignment of mortgage certified by the appropriate public
                  recording office or by the title insurance company that issued
                  the title policy to be a true and complete copy of the
                  original recorded intervening assignment of mortgage will be
                  promptly delivered to the Custodian upon receipt thereof by
                  the Company; or (ii) in the case of an intervening assignment
                  where a public recording office retains the original recorded
                  intervening assignment or in the case where an intervening
                  assignment is lost after recordation in a public recording
                  office, a copy of such intervening assignment certified by
                  such public recording office to be a true and complete copy of
                  the original recorded intervening assignment.

         7.       The original PMI Policy, LPMI Policy or certificate of
                  insurance, where required pursuant to the Agreement or any
                  other evidence of FHA insurance coverage or VA guaranty, as
                  the case may be. That is acceptable to the Purchaser.

         8.       The original mortgagee policy of title insurance or attorney's
                  opinion of title and abstract of title.

         9.       Any security agreement, chattel mortgage or equivalent
                  executed in connection with the Mortgage.

         10.      The original hazard insurance policy and, if required by law,
                  flood insurance policy, in accordance with Section 4.10 of the
                  Agreement.

         11.      Residential loan application.

         12.      Mortgage Loan closing statement.

         13.      Verification of employment and income.

         14.      Verification of acceptable evidence of source and amount of
                  downpayment.



                                      B-2
<PAGE>

         15.      Credit report on the Mortgagor.

         16.      Residential appraisal report.

         17.      Photograph of the Mortgaged Property.

         18.      Survey of the Mortgaged Property.

         19.      Copy of each instrument necessary to complete identification
                  of any exception set forth in the exception schedule in the
                  title policy, i.e., map or plat, restrictions, easements,
                  sewer agreements, home association declarations, etc.

         20.      All required disclosure statements.

         21.      If available, termite report, structural engineer's report,
                  water potability and septic certification.

         22.      Sales contract.

         23.      Tax receipts, insurance premium receipts, ledger sheets,
                  payment history from date of origination, insurance claim
                  files, correspondence, current and historical computerized
                  data files, and all other processing, underwriting and closing
                  papers and records which are customarily contained in a
                  mortgage loan file and which are required to document the
                  Mortgage Loan or to service the Mortgage Loan.

         24.      The original recorded power of attorney, if the Mortgage was
                  executed pursuant to a power of attorney, with evidence of
                  recording thereon.

                  In the event an Officer's Certificate of the Company is
delivered to the Custodian because of a delay caused by the public recording
office in returning any recorded document, the Company shall deliver to the
Custodian, within 60 days of the related Closing Date, an Officer's Certificate
which shall (i) identify the recorded document, (ii) state that the recorded
document has not been delivered to the Custodian due solely to a delay caused by
the public recording office, (iii) state the amount of time generally required
by the applicable recording office to record and return a document submitted for
recordation, and (iv) specify the date the applicable recorded document will be
delivered to the Custodian. The Company shall be required to deliver to the
Custodian the applicable recorded document by the date specified in (iv) above.
An extension of the date specified in (iv) above may be requested from the
Purchaser, which consent shall not be unreasonably withheld.



                                      B-3
<PAGE>

                                   EXHIBIT B-2


         With respect to each Co-op Loan, the Mortgage File shall include each
of the following items, which shall be available for inspection by the Purchaser
and any prospective Purchaser, and which shall be retained by the Company in the
Servicing File or delivered to the Custodian pursuant to Section 2.01 and 2.03
of the Flow Master Seller's Warranties and Servicing Agreement to which this
Exhibit is attached (the "Agreement"):

The following items should be included with respect to any Co-op Loan:

         1.       The (i) original Mortgage Note, endorsed (on the Mortgage Note
                  or an allonge attached thereto) "Pay to the order of
                  _____________, without recourse" and signed by facsimile
                  signature in the name of the Company by an authorized officer,
                  with all intervening endorsements showing a complete, valid
                  and proper chain of title from the originator of such Mortgage
                  Loan to the Company; or (ii) a certified copy of the Mortgage
                  Note (endorsed as provided above) together with a lost note
                  affidavit providing indemnification to the holder thereof for
                  any losses incurred due to the fact that the original Mortgage
                  Note is missing;

         2.       The original Assignment of Lease Agreement for each Mortgage
                  Loan, from the Company signed by original or by facsimile
                  signature to __________________, which assignment shall be in
                  form and substance acceptable for recording (except for the
                  recording information);

         3.       the original Stock Certificate and related Stock Power, in
                  blank, executed by the Mortgagor with such signature
                  guaranteed and original Stock Power, in blank executed by the
                  Company;

         4.       the original Proprietary Lease and the Assignment of
                  Proprietary Lease executed by the Mortgagor in blank or if the
                  Proprietary Lease has been assigned by the Mortgagor to the
                  Company, then the Company must execute an assignment of the
                  Assignment of Proprietary Lease in blank;

         5.       the original Recognition Agreement and the original Assignment
                  of Recognition Agreement;

         6.       the recorded state and county Financing Statements and
                  Financing Statement Changes;

         7.       an Estoppel Letter and/or Consent;

         8.       the Co-op Lien Search;

         9.       the guaranty of the Mortgage Note and Co-op Loan, if any; and

         10.      the original of any security agreement or similar document
                  executed in connection with the Co-op Loan.



                                      B-4
<PAGE>

                                   EXHIBIT C-1

                             MORTGAGE LOAN DOCUMENTS


                  The Mortgage Loan Documents for each Mortgage Loan shall
include each of the following items, which shall be delivered to the Custodian
pursuant to Section 2.01 of the Flow Master Seller's Warranties and Servicing
Agreement to which this Exhibit is annexed (the "Agreement"):

                  (a) the original Mortgage Note bearing all intervening
endorsements, endorsed "Pay to the order of ___________, without recourse" and
signed via original signature in the name of the Company by an authorized
officer. To the extent that there is no room on the face of the Mortgage Note
for endorsements, the endorsement may be contained on an allonge, if state law
so allows. If the Mortgage Loan was acquired by the Company in a merger, the
endorsement must be by "National City Mortgage Co., successor by merger to [name
of predecessor]." If the Mortgage Loan was acquired or originated by the Company
while doing business under another name, the endorsement must be by "National
City Mortgage Co., formerly known as [previous name]";

                  (b) the original of any guarantee executed in connection with
the Mortgage Note;

                  (c) the original Mortgage 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;

                  (d) the originals of all assumption, modification,
consolidation or extension agreements, with evidence of recording thereon;

                  (e) the original Assignment of Mortgage for each Mortgage
Loan, in form and substance acceptable for recording, delivered in blank. If the
Mortgage Loan was acquired by the Company in a merger, the Assignment of
Mortgage must be made by "National City Mortgage Co., successor by merger to
[name of predecessor]." If the Mortgage Loan was acquired or originated by the
Company while doing business under another name, the Assignment of Mortgage must
be by "National City Mortgage Co., formerly known as [previous name]";

                  (f) the originals of all intervening assignments of mortgage
with evidence of recording thereon, including warehousing assignments, if any;

                  (g) the original PMI or LPMI Policy or certificate, if private
mortgage guaranty insurance is required pursuant to the Agreement;

                  (h) the original mortgagee title insurance policy;

                  (i) the original of any security agreement, chattel mortgage
or equivalent executed in connection with the Mortgage; and



                                     C-1-1
<PAGE>

                  (j) the Loan Guaranty Certificate issued by the VA as a
guarantee that the federal government will repay to the lender a specified
percentage of the balance in the event of the borrower's default, as applicable;

                  (k) the Mortgage Insurance Certificate issued by HUD/FHA as
evidence that a mortgage has been insured and that a contract of mortgage
insurance exists between HUD/FHA and the lender, as applicable; and

                  (l) such other documents as the Purchaser may require.







                                     C-1-2
<PAGE>

                                   EXHIBIT D-1

                         CUSTODIAL ACCOUNT CERTIFICATION


                                                         _________________, 200_

                  National City Mortgage Co. hereby certifies that it has
established the account described below as a Custodial Account pursuant to
Section 4.04 of the Flow Master Seller's Warranties and Servicing Agreement,
dated as of February 24, 2004.

Title of Account: "National City Mortgage Co., as Servicer, in trust for the
Purchaser of Fixed and ARM Rate Conventional, FHA or VA Residential Mortgage
Loans and various Mortgagors"


Account Number:
               ------------------

Address of office or branch
of the Company at

which Account is maintained:


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


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


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


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



                                             NATIONAL CITY MORTGAGE CO.

                                             Company


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

                                             Name:
                                                    ----------------------------

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



                                     D-1-1
<PAGE>

                                   EXHIBIT D-2

                       CUSTODIAL ACCOUNT LETTER AGREEMENT


                                                         _________________, 200_


To:
         ------------------------------------------------

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

         ------------------------------------------------
         (the "Depository")


                  As Company under the Flow Master Seller's Warranties and
Servicing Agreement, dated as of ________________________, Conventional
Residential Mortgage Loans (the "Agreement"), we hereby authorize and request
you to establish an account, as a Custodial Account pursuant to Section 4.04 of
the Agreement, to be designated as "National City Mortgage Co., as Servicer, in
trust for the Purchaser of Fixed and ARM Rate Conventional, FHA or VA
Residential Mortgage Loans and various Mortgagors." All deposits in the account
shall be subject to withdrawal therefrom by order signed by the Company. You may
refuse any deposit which would result in violation of the requirement that the
account be fully insured as described below. This letter is submitted to you in
duplicate. Please execute and return one original to us.



                                             NATIONAL CITY MORTGAGE CO.


                                             Company


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

                                             Name:
                                                    ----------------------------

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

                                             Date:
                                                    ----------------------------



                                     D-2-1
<PAGE>

                  The undersigned, as Depository, hereby certifies that the
above described account has been established under Account Number __________, at
the office of the Depository indicated above, and agrees to honor withdrawals on
such account as provided above. The full amount deposited at any time in the
account will be insured by the Federal Deposit Insurance Corporation through the
Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF").



                                             -----------------------------------
                                             Depository

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

                                             Name:
                                                    ----------------------------

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

                                             Date:
                                                    ----------------------------



                                     D-2-2
<PAGE>

                                   EXHIBIT E-1

                          ESCROW ACCOUNT CERTIFICATION


                                                        __________________, 200_


                  National City Mortgage Co. hereby certifies that it has
established the account described below as an Escrow Account pursuant to Section
4.06 of the Flow Master Seller's Warranties and Servicing Agreement, dated as of
February 24, 2004.

Title of Account: "National City Mortgage Co., as Servicer, in trust for the
Purchaser of Fixed and ARM Rate Conventional, FHA or VA Residential Mortgage
Loans and various Mortgagors"


Account Number:
               ------------------

Address of office or branch
of the Company at
which Account is maintained:
                                             -----------------------------------


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


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


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



                                             NATIONAL CITY MORTGAGE CO.

                                             Company


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

                                             Name:
                                                    ----------------------------

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



                                     E-1-1
<PAGE>

                                   EXHIBIT E-2

                         ESCROW ACCOUNT LETTER AGREEMENT


                                                       ___________________, 200_



To:
         ------------------------------------------------

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

         ------------------------------------------------
         (the "Depository")


                  As Company under the Flow Master Seller's Warranties and
Servicing Agreement, dated as of _________________, Conventional Residential
Rate Mortgage Loans (the "Agreement"), we hereby authorize and request you to
establish an account, as an Escrow Account pursuant to Section 4.06 of the
Agreement, to be designated as "National City Mortgage Co., as Servicer, in
trust for the Purchaser of Fixed and ARM Rate Conventional, FHA or VA
Residential Mortgage Loans and various Mortgagors." All deposits in the account
shall be subject to withdrawal therefrom by order signed by the Company. You may
refuse any deposit which would result in violation of the requirement that the
account be fully insured as described below. This letter is submitted to you in
duplicate. Please execute and return one original to us.


                                             NATIONAL CITY MORTGAGE CO.

                                             Company


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

                                             Name:
                                                    ----------------------------

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

                                             Date:
                                                    ----------------------------



                                     E-2-1
<PAGE>

                  The undersigned, as Depository, hereby certifies that the
above described account has been established under Account Number ______, at the
office of the Depository indicated above, and agrees to honor withdrawals on
such account as provided above. The full amount deposited at any time in the
account will be insured by the Federal Deposit Insurance Corporation through the
Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF").



                                             -----------------------------------
                                             Depository

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

                                             Name:
                                                    ----------------------------

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

                                             Date:
                                                    ----------------------------



                                     E-2-2
<PAGE>

                                    EXHIBIT F

                            MONTHLY REMITTANCE ADVICE







                                      F-1
<PAGE>

                                    EXHIBIT G





                                      G-1
<PAGE>

                                    EXHIBIT H

                             UNDERWRITING GUIDELINES





                                      H-1
<PAGE>

                                    EXHIBIT I

                         COMPANY'S OFFICER'S CERTIFICATE


                  I, ___________________________ hereby certify that I am the
duly elected ____________________ of [COMPANY], a ___________________ (the
"Company"), and further certify, on behalf of the Company as follows:

                  1. Attached hereto as Attachment I are a true and correct copy
         of the [Certificate of Incorporation and by-laws] [Certificate of
         limited partnership and limited partnership agreement] of the Company
         as are in full force and effect on the date hereof.

                  2. No proceedings looking toward merger, liquidation,
         dissolution or bankruptcy of the Company are pending or contemplated.

                  3. Each person who, as an officer or attorney-in-fact of the
         Company, signed (a) the Flow Master Seller's Warranties and Servicing
         Agreement (the "Purchase Agreement"), dated as of _______________, by
         and between the Company and __________________ (the "Purchaser"); (b)
         the Trade Confirmation, dated ____________ 2004, between the Company
         and the Purchaser (the "Trade Confirmation"); and (c) any other
         document delivered prior hereto or on the date hereof in connection
         with the sale and servicing of the Mortgage Loans in accordance with
         the Purchase Agreement and the Trade Confirmation was, at the
         respective times of such signing and delivery, and is as of the date
         hereof, duly elected or appointed, qualified and acting as such officer
         or attorney-in-fact, and the signatures of such persons appearing on
         such documents are their genuine signatures.

                  4. Attached hereto as Attachment II is a true and correct copy
         of the resolutions duly adopted by the board of directors of the
         Company on ____________, 2004 (the "Resolutions") with respect to the
         authorization and approval of the sale and servicing of the Mortgage
         Loans; said Resolutions have not been amended, modified, annulled or
         revoked and are in full force and effect on the date hereof.

                  5. Attached hereto as Attachment III is a Certificate of Good
         Standing of the Company dated ________, 2004. No event has occurred
         since ____________, 2004 which has affected the good standing of the
         Company under the laws of the State of ____________.

                  6. All of the representations and warranties of the Company
         contained in Section 3.01 and 3.02 of the Purchase Agreement were true
         and correct in all material respects as of the date of the Purchase
         Agreement and are true and correct in all material respects as of the
         date hereof.

                  7. The Company has performed all of its duties and has
         satisfied all the material conditions on its part to be performed or
         satisfied prior to the Closing Date pursuant to the Purchase Agreement
         and the related Trade Confirmation.



                                      I-1
<PAGE>

                  All capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Purchase Agreement.

                  IN WITNESS WHEREOF, I have hereunto signed my name and affixed
the seal of the Company.


Dated:
        --------------------

               [Seal]


                                             [COMPANY]
                                              (Company)


                                             By:
                                                --------------------------------
                                                Name:
                                                Title: Vice President

                  I, __________________, Secretary of the Company, hereby
certify that __________________ is the duly elected, qualified and acting Vice
President of the Company and that the signature appearing above is his genuine
signature.

                  IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:
        --------------------

              [Seal]


                                             [COMPANY]
                                              (Company)


                                             By:
                                                --------------------------------
                                                Name:
                                                Title: [Assistant] Secretary





                                      I-2
<PAGE>

                                    EXHIBIT J

                   [FORM OF OPINION OF COUNSEL TO THE COMPANY]

                                     (Date)


[PURCHASER]

         Re:      Mortgage Loan Purchase and Servicing Agreement, dated as of
                  ______, 200_


Gentlemen:

                  I have acted as counsel to [COMPANY], a
_______________________ (the "Company"), in connection with the sale of certain
loans by the Company to _____________________ ("the "Purchaser") pursuant to (i)
a Flow Master Seller's Warranties and Servicing Agreement, dated as of ______,
2004, between the Company and the Purchaser (the "Purchase Agreement"), (ii) the
Custodial Agreement, dated as of February [__], 2004, between the Company and
[______________] (the "Custodial Agreement"), and (iii) the Trade Confirmation,
dated February [__], 2004, between the Company and the Purchaser (the "Trade
Confirmation"). Capitalized terms not otherwise defined herein have the meanings
set forth in the Purchase Agreement.

                  In connection with rendering this opinion letter, I, or
attorneys working under my direction have examined, among other things,
originals, certified copies or copies otherwise identified to my satisfaction as
being true copies of the following:

                  A.       The Purchase Agreement;

                  B.       The Custodial Agreement;

                  C.       The Trade Confirmation;

                  D.       The Company's [Certificate of Incorporation and
                           by-laws] [certificate of limited partnership and
                           limited partnership agreement], as amended to date;
                           and

                  D.       Resolutions adopted by the Board of Directors of the
                           Company with specific reference to actions relating
                           to the transactions covered by this opinion (the
                           "Board Resolutions").

                  For the purpose of rendering this opinion, I have made such
documentary, factual and legal examinations as I deemed necessary under the
circumstances. As to factual matters, I have relied upon statements,
certificates and other assurances of public officials and of officers and other
representatives of the Company, and upon such other certificates as I deemed
appropriate, which factual matters have not been independently established or
verified by me. I have also assumed, among other things, the genuineness of all
signatures, the legal capacity of all



                                      J-1
<PAGE>

natural persons, the authenticity of all documents submitted to me as originals,
and the conformity to original documents of all documents submitted to me as
copies and the authenticity of the originals of such copied documents.

                  On the basis of and subject to the foregoing examination, and
in reliance thereon, and subject to the assumptions, qualifications, exceptions
and limitations expressed herein, I am of the opinion that:

                  1. The Company has been duly [incorporated] [formed] and is
validly existing and in good standing under the laws of the State of Ohio with
corporate power and authority to own its properties and conduct its business as
presently conducted by it. The Company has the corporate power and authority to
service the Mortgage Loans, and to execute, deliver, and perform its obligations
under the Purchase Agreement, the Custodial Agreement [and the Trade
Confirmation] (sometimes collectively, the "Agreements").

                  2. The Purchase Agreement, the Custodial Agreement and the
Trade Confirmation have been duly and validly authorized, executed and delivered
by the Company.

                  3. The Purchase Agreement, the Custodial Agreement and the
Trade Confirmation constitute valid, legal and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms.

                  4. No consent, approval, authorization or order of any state
or federal court or government agency or body is required for the execution,
delivery and performance by the Company of the Purchase Agreement [and the Trade
Confirmation], or the consummation of the transactions contemplated by the
Purchase Agreement [and the Trade Confirmation], except for those consents,
approvals, authorizations or orders which previously have been obtained.

                  5. Neither the servicing of the Mortgage Loans by the Company
as provided in the Purchase Agreement, the Custodial Agreement [and the Trade
Confirmation,] nor the fulfillment of the terns of or the consummation of any
other transactions contemplated in the Purchase Agreement, the Custodial
Agreement [and the Trade Confirmation] will result in a breach of any term or
provision of the [certificate of incorporation or by-laws] [certificate of
limited partnership or limited partnership agreement] of the Company, or, to the
best of my knowledge, will conflict with, result in a breach or violation of, or
constitute a default under, (i) the terms of any indenture or other agreement or
instrument known to me to which the Company is a party or by which it is bound,
(ii) any State of New York or federal statute or regulation applicable to the
Company, or (iii) any order of any State of Ohio or federal court, regulatory
body, administrative agency or governmental body having jurisdiction over the
Company, except in any such case where the default, breach or violation would
not have a material adverse effect on the Company or its ability to perform its
obligations under the Purchase Agreement.

                  6. There is no action, suit, proceeding or investigation
pending or, to the best of my knowledge, threatened against the Company which,
in my judgment, either in any one instance or in the aggregate, would draw into
question the validity of the Purchase Agreement or



                                      J-2
<PAGE>

which would be likely to impair materially the ability of the Company to perform
under the terms of the Purchase Agreement.

                  7. The sale of each Mortgage Note and Mortgage as and in the
manner contemplated by the Purchase Agreement is sufficient fully to transfer to
the Purchaser all right, title and interest of the Company thereto as noteholder
and mortgagee.

                  The opinions above are subject to the following additional
assumptions, exceptions, qualifications and limitations:

                  A. I have assumed that all parties to the Agreements other
than the Company have all requisite power and authority to execute, deliver and
perform their respective obligations under each of the Agreements, and that the
Agreements have been duly authorized by all necessary corporate action on the
part of such parties, have been executed and delivered by such parties and
constitute the legal, valid and binding obligations of such parties.

                  B. My opinion expressed in paragraphs 3 and 7 above is subject
to the qualifications that (i) the enforceability of the Agreements may be
limited by the effect of laws relating to (1) bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally, including, without limitation, the effect of
statutory or ether laws regarding fraudulent conveyances or preferential
transfers, and (2) general principles of equity upon the specific enforceability
of any of the remedies, covenants or other provisions of the Agreements and upon
the availability of injunctive relief or other equitable remedies and the
application of principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law) as such principles relate to,
limit or affect the enforcement of creditors' rights generally and the
discretion of the court before which any proceeding for such enforcement may be
brought; and (ii) I express no opinion herein with respect to the validity,
legality, binding effect or enforceability of provisions for indemnification in
the Agreements to the extent such provisions may be held to be unenforceable as
contrary to public policy.

                  C. I have assumed, without independent check or certification,
that there are no agreements or understandings among the Company, the Purchaser
and any other party which would expand, modify or otherwise affect the terms of
the documents described herein or the respective rights or obligations of the
parties thereunder.

                  I am admitted to practice in the State of New York and I
render no opinion herein as to matters involving the laws of any jurisdiction
other than the State of New York and the Federal laws of the United States of
America.


                                             Very truly yours,




                                      J-3
<PAGE>

                                    EXHIBIT K

                         SECURITY RELEASE CERTIFICATION


                  1. Release of Security Interest

                  __________________, hereby relinquishes any and all right,
title and interest it may have in and to the Mortgage Loans described in Exhibit
A attached hereto upon purchase thereof by J.P. Morgan Mortgage Acquisition
Corp. from the Company named below pursuant to that certain Mortgage Loan
Purchase and Servicing Agreement, dated as of November [__], 2004, as of the
date and time of receipt by _________________ of $__________ for such Mortgage
Loans (the "Date and Time of Sale"), and certifies that all notes, mortgages,
assignments and other documents in its possession relating to such Mortgage
Loans have been delivered and released to the Company named below or its
designees as of the Date and Time of Sale.

Name and Address of Financial Institution



----------------------------------------------------------
                          (Name)




----------------------------------------------------------
                         (Address)




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

                  2. Certification of Release

                  The Company named below hereby certifies to J.P. Morgan
Mortgage Acquisition Corp. that, as of the Date and Time of Sale of the above
mentioned Mortgage Loans to J.P. Morgan Mortgage Acquisition Corp., the security
interests in the Mortgage Loans released by the above named corporation comprise
all security interests relating to or affecting any and all such Mortgage Loans.
The Company warrants that, as of such time, there are and will be no other
security interests affecting any or all of such Mortgage Loans.


                                             Company


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




                                      K-1
<PAGE>

                                    EXHIBIT L

                            ASSIGNMENT AND CONVEYANCE


                  On this ____________ day of ______________, 2004, National
City Mortgage Co. ("Company") as the Company under that certain Flow Master
Seller's Warranties and Servicing Agreement, dated as of ________________ (the
"Agreement") does hereby sell, transfer, assign, set over and convey to
___________________________________________ as Purchaser under the Agreement,
without recourse, but subject to the terms of the Agreement, all rights, title
and interest of the Company in and to the Mortgage Loans listed on the Mortgage
Loan Schedule attached hereto, together with the related Mortgage Files and all
rights and obligations arising under the documents contained therein. Pursuant
to Section 2.04 of the Agreement, the Company has delivered to the Custodian the
documents for each Mortgage Loan to be purchased as set forth in the Custodial
Agreement. The contents of each related Servicing File required to be retained
by the Company to service the Mortgage Loans pursuant to the Agreement and thus
not delivered to the Purchaser are and shall be held in trust by the Company for
the benefit of the Purchaser as the owner thereof. The Company's possession of
any portion of each such Servicing File is at the will of the Purchaser for the
sole purpose of facilitating servicing of the related Mortgage Loan pursuant to
the Agreement, and such retention and possession by the Company shall be in a
custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the
contents of the Mortgage File and Servicing File is vested in the Purchaser and
the ownership of all records and documents with respect to the related Mortgage
Loan prepared by or which come into the possession of the Company shall
immediately vest in the Purchaser and shall be retained and maintained, in
trust, by the Company at the will of the Purchaser in such custodial capacity
only.

                  The Company confirms to the Purchaser that attached hereto as
an Exhibit A is a true and complete copy of the Company's underwriting
guidelines as of the date hereof. The Company confirms to the Purchaser that the
representation and warranties set forth in Sections 3.01 and 3.02 of the
Agreement are true and correct as of the date hereof, and that all statements
made in the Company's Officer's Certificates and all Attachments thereto remain
complete, true and correct in all respects as of the date hereof, and with
respect to this Mortgage Loan Package, the Company makes the following
additional representations and warranties to the Purchaser, which additional
representations and warranties are hereby incorporated into Section 3.02 of the
Agreement:


         LOAN TYPE:                                [FIXED RATE][ADJUSTABLE RATE]

         Number of Mortgage Loans:                 _________________________

         Original Principal Balance:               $________________________

         Stated Principal Balance:                 $________________________

         Weighted Average Mortgage Interest Rate:  _____%

         Weighted Average Servicing Fee Rate:      _____%



                                      L-1
<PAGE>

         Weighted Average Mortgage Loan
                  Remittance Rate:                 _____%

         Weighted Average LTV:                     _____%

         Weighted Average Remaining Months
                  to Maturity:                     _______ months

                  Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Agreement.


NATIONAL CITY MORTGAGE CO.

(Company)


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

Name:
     -----------------------------------------------

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



                                      L-2
<PAGE>

                                    EXHIBIT M

                         [Form of Annual Certification]



[Name and address of
master servicer/trustee/depositor
receiving the certification]

Re:      [name of securitization]

         National City Mortgage Co., as [servicer] hereby certifies to the
         [master servicer] that:

         1.       To our knowledge, the information in the Annual Statement of
                  Compliance, the Annual Independent Public Accountant's
                  Servicing Report and all servicing reports, officer's
                  certificates and other information relating to the servicing
                  of the Mortgage Loans submitted to the Master Servicer 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 such report;

         2.       To our knowledge, the servicing information required to be
                  provided to the Master Servicer by the Company under the
                  Servicing Agreement has been provided to the Master Servicer;

         3.       Based upon the review required by the Servicing Agreement, and
                  except as disclosed in the Annual Statement of Compliance or
                  the Annual Independent Public Accountant's Servicing report,
                  the Company has, as of the last day of the period covered by
                  such reports fulfilled its obligation under the Servicing
                  Agreement; and

         4.       The Company has disclosed to the Master Servicer all
                  significant deficiencies relating to the Company's 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 Servicing Agreement.


         Capitalized terms used but not defined herein have the meanings
ascribed to them in the Flow Master Seller's Warranties and Servicing Agreement,
dated as of February 24, 2004 (the "Servicing Agreement"), between J.P. Morgan
Mortgage Acquisition Corp and National City Mortgage Co.




                                      M-1
<PAGE>

                                             National City Mortgage Co.,
                                                  as [servicer]



                                             -----------------------------------
                                             Authorized Signature






                                      M-2
<PAGE>

                                    EXHIBIT N

                       MASTER SERVICING DEFAULT REPORTING
                             DATA FIELD REQUIREMENTS

Data must be submitted in an Excel spreadsheet format with fixed field names and
data type. The Excel spreadsheet should be used as a template CONSISTENTLY every
month when submitting data for all loans that are 60 days + delinquent and/or in
bankruptcy, foreclosure or REO.


Table: Delinquency

<Table>
<Caption>
         Name                                                 Type                        Max Character Size
         ----                                                 ----                        ------------------
<S>                                                           <C>                         <C>

         Investor Loan #                                      Number                                 10
         Servicer Investor #                                  Text                                    3
         Borrower Name                                        Text                                   20
         Address                                              Text                                   30
         State                                                Text                                    2
         Zip                                                  Text                                    5
         Due Date                                             Date/Time                               8
         Loan Type                                            Text                                    8
         BK Filed Date                                        Date/Time                               8
         BK Chapter                                           Text                                    6
         BK Case Number                                       Text                           30 Maximum
         Post Petition Due                                    Date/Time                               8
         Motion for Relief                                    Date/Time                               8
         Lift of Stay                                         Date/Time                               8
         BK Discharge/Dismissal Date                          Date/Time                               8
         Loss Mit Approval Date                               Date/Time                               8
         Loss Mit Type                                        Text                                    5
         Loss Mit Code                                        Number                                  2
         Loss Mit Estimated Completion Date                   Date/Time                               8
         Loss Mit Actual Completion Date                      Date/Time                               8
         FC Approval Date                                     Date/Time                               8
         File Referred to Attorney                            Date/Time                               8
         NOD                                                  Date/Time                               8
         Complaint Filed                                      Date/Time                               8
         Scheduled Sale Date                                  Date/Time                               8
         Actual Sale Date                                     Date/Time                               8
         F/C Sale Amount                                      Currency                                8
         Eviction Start Date                                  Date/Time                               8
         Eviction Completed Date                              Date/Time                               8
         List Price                                           Currency                                8
         List Date                                            Date/Time                               8
         Accepted Offer Price                                 Currency                                8
         Accepted Offer Date                                  Date/Time                               8
         Estimated REO Closing Date                           Date/Time                               8
         Actual REO Sale Date                                 Date/Time                               8
         Occupant Code                                        Text                                   10
         Property Condition Code                              Text                                    2
</Table>


                                      N-1
<PAGE>

<Table>
<S>                                                           <C>                         <C>
         Property Inspection Date                             Date/Time                               8
         Property Value Date                                  Date/Time                               8
         Current Property Value                               Currency                                8
         Repaired Property Value                              Currency                                8
         Current LTV                                          Currency                                8
         FNMA Delinquent Status Code                          Text                                    2
         FNMA Delinquent Reason Code                          Text                                    3

         IF APPLICABLE:
         MI Cancellation Date                                 Date/Time                               8
         MI Claim Filed Date                                  Date/Time                               8
         MI Claim Amount                                      Currency                                8
         MI Claim Reject Date                                 Date/Time                               8
         MI Claim Resubmit Date                               Date/Time                               8
         MI Claim Paid Date                                   Date/Time                               8
         MI Claim Amount Paid                                 Currency                                8
         Pool Claim Filed Date                                Date/Time                               8
         Pool Claim Amount                                    Currency                                8
         Pool Claim Reject Date                               Date/Time                               8
         Pool Claim Paid Date                                 Date/Time                               8
         Pool Claim Amount Paid                               Currency                                8
         Pool Claim Resubmit Date                             Date/Time                               8
         FHA Part A Claim Filed Date                          Date/Time                               8
         FHA Part A Claim Amount                              Currency                                8
         FHA Part A Claim Paid Date                           Date/Time                               8
         FHA Part A Claim Paid Amount                         Currency                                8
         FHA Part B Claim Filed Date                          Date/Time                               8
         FHA Part B Claim Amount                              Currency                                8
         FHA Part B Claim Paid Date                           Date/Time                               8
         FHA Part B Claim Paid Amount                         Currency                                8
         VA Claim Filed Date                                  Date/Time                               8
         VA Claim Paid Date                                   Date/Time                               8
         VA Claim Paid Amount                                 Currency                                8
</Table>



                                      N-2
<PAGE>

The Loss Mit Type field should show the approved Loss Mitigation arrangement.
The following are acceptable:


         o        ASUM- Approved Assumption

         o        BAP- Borrower Assistance Program

         o        CO- Charge Off

         o        DIL- Deed-in-Lieu

         o        FFA- Formal Forbearance Agreement

         o        MOD- Loan Modification

         o        PRE- Pre-Sale

         o        SS- Short Sale

         o        MISC- Anything else approved by the PMI or Pool Insurer

Alternative Loss Mitigation Types to those above are acceptable, provided that
they are consistent with industry standards. If Loss Mitigation Types other than
those above are used, the Servicer must supply a description of each of the Loss
Mitigation Types prior to sending the file.

The Occupant Code field should show the current status of the property. The
acceptable codes are:

         o        Mortgagor

         o        Tenant

         o        Unknown

         o        Vacant

The Property Condition field should show the last reported condition of the
property. The acceptable codes are:

         o        Damaged

         o        Excellent

         o        Fair

         o        Gone

         o        Good

         o        Poor

         o        Special Hazard

         o        Unknown



                                      N-3
<PAGE>

The FNMA Delinquent Reason Code field should show the Reason for Default. The
following FNMA Delinquency Reason Codes to be used are below.

<Table>
<Caption>
                      Delinquency Code         Delinquency Description
                      ----------------         -----------------------
<S>                   <C>                      <C>
                      001                      FNMA-Death of principal mortgagor
                      002                      FNMA-Illness of principal mortgagor
                      003                      FNMA-Illness of mortgagor's family member
                      004                      FNMA-Death of mortgagor's family member
                      005                      FNMA-Marital difficulties
                      006                      FNMA-Curtailment of income
                      007                      FNMA-Excessive Obligation
                      008                      FNMA-Abandonment of property
                      009                      FNMA-Distant employee transfer
                      011                      FNMA-Property problem
                      012                      FNMA-Inability to sell property
                      013                      FNMA-Inability to rent property
                      014                      FNMA-Military Service
                      015                      FNMA-Other
                      016                      FNMA-Unemployment
                      017                      FNMA-Business failure
                      019                      FNMA-Casualty loss
                      022                      FNMA-Energy environment costs
                      023                      FNMA-Servicing problems
                      026                      FNMA-Payment adjustment
                      027                      FNMA-Payment dispute
                      029                      FNMA-Transfer of ownership pending
                      030                      FNMA-Fraud
                      031                      FNMA-Unable to contact borrower
                      INC                      FNMA-Incarceration
</Table>



                                      N-4
<PAGE>

The FNMA Delinquent Status Code field should show the Status of Default. The
following FNMA Delinquency Status Codes to be used are below.

<Table>
<Caption>
                            Status Code        Status Description
                            -----------        ------------------
<S>                                            <C>
                                09             Forbearance
                                17             Pre-foreclosure Sale Closing Plan Accepted
                                24             Government Seizure
                                26             Refinance
                                27             Assumption
                                28             Modification
                                29             Charge-Off
                                30             Third Party Sale
                                31             Probate
                                32             Military Indulgence
                                43             Foreclosure Started
                                44             Deed-in-Lieu Started
                                49             Assignment Completed
                                61             Second Lien Considerations
                                62             Veteran's Affairs-No Bid
                                63             Veteran's Affairs-Refund
                                64             Veteran's Affairs-Buydown
                                65             Chapter 7 Bankruptcy
                                66             Chapter 11 Bankruptcy
                                67             Chapter 13 Bankruptcy
</Table>



                                      N-5
<PAGE>

                                    EXHIBIT O

                          CALCULATION OF REALIZED LOSS

Calculation of Realized Loss

Purpose

To provide the Servicer with a form for the calculation of any Realized Loss (or
gain) as a result of a Mortgage Loan having been foreclosed and Liquidated.

Distribution

The Servicer will prepare the form in duplicate and send the original together
with evidence of conveyance of title and appropriate supporting documentation to
the Master Servicer with the Monthly Accounting Reports which supports the
Mortgage Loan's removal from the Mortgage Loan Activity Report. The Servicer
will retain the duplicate for its own records.

Due Date

With respect to any liquidated Mortgage Loan, the form will be submitted to the
Master Servicer no later than the date on which statements are due to the Master
Servicer under Section 4.02 of this Agreement (the "Statement Date") in the
month following receipt of final liquidation proceeds and supporting
documentation relating to such liquidated Mortgage Loan; provided, that if such
Statement Date is not at least 30 days after receipt of final liquidation
proceeds and supporting documentation relating to such liquidated Mortgage Loan,
then the form will be submitted on the first Statement Date occurring after the
30th day following receipt of final liquidation proceeds and supporting
documentation.

Preparation Instructions

The numbers on the form correspond with the numbers listed below.

1.       The actual Unpaid Principal Balance of the Mortgage Loan.

2.       The Total Interest Due less the aggregate amount of servicing fee that
         would have been earned if all delinquent payments had been made as
         agreed.

3-7.     Complete as necessary. All line entries must be supported by copies of
         appropriate statements, vouchers, receipts, canceled checks, etc., to
         document the expense. Entries not properly documented will not be
         reimbursed to the Servicer.

8.       Accrued Servicing Fees based upon the Scheduled Principal Balance of
         the Mortgage Loan as calculated on a monthly basis.

10.      The total of lines 1 through 9.

Credits

11-17.   Complete as necessary. All line entries must be supported by copies of
         the appropriate claims forms, statements, payment checks, etc. to
         document the credit. If the Mortgage Loan is subject to a Bankruptcy
         Deficiency, the difference between the Unpaid Principal Balance of the
         Note prior to the Bankruptcy Deficiency and the Unpaid Principal
         Balance as reduced by the Bankruptcy Deficiency should be input on line
         16.

18.      The total of lines 11 through 17.

Total Realized Loss (or Amount of Any Gain)

19.      The total derived from subtracting line 18 from 10. If the amount
         represents a realized gain, show the amount in parenthesis ( ).



                                      O-1
<PAGE>

                          CALCULATION OF REALIZED LOSS

                    [___] Trust: ___________________________

         Prepared by: __________________              Date: _______________

         Phone: ______________________

<Table>
<Caption>
                 Servicer Loan No.                  Servicer Name                    Servicer Address
                 -----------------                  -------------                    ----------------
<S>                                          <C>                                 <C>



</Table>


<Table>
<S>                                                                                   <C>
         [___]

         Loan No._____________________________

         Borrower's Name:________________________________________________________________________________

         Property
         Address:________________________________________________________________________________________

         LIQUIDATION AND ACQUISITION EXPENSES:

              Actual Unpaid Principal Balance of Mortgage Loan                        $ _______________(1)

              Interest accrued at Net Rate                                             ________________(2)

              Attorney's Fees                                                          ________________(3)

              Taxes                                                                    ________________(4)

              Property Maintenance                                                     ________________(5)

              MI/Hazard Insurance Premiums                                             ________________(6)

              Hazard Loss Expenses                                                     ________________(7)

              Accrued Servicing Fees                                                   ________________(8)

              Other (itemize)                                                          ________________(9)

              _________________________________________                               $ __________________

              _________________________________________                               ____________________

              _________________________________________                               ____________________

              _________________________________________                               ____________________

         TOTAL EXPENSES                                                               $ ______________(10)

         CREDITS:

              Escrow Balance                                                          $ ______________(11)

              HIP Refund                                                              ________________(12)

              Rental Receipts                                                         ________________(13)

              Hazard Loss Proceeds                                                    ________________(14)

              Primary Mortgage Insurance Proceeds                                     ________________(15)

              Proceeds from Sale of Acquired Property                                 ________________(16)

              Other (itemize)                                                         ________________(17)

              _________________________________________                               ____________________

              _________________________________________                               ____________________

         TOTAL CREDITS                                                               $________________(18)

TOTAL REALIZED LOSS (OR Amount OF GAIN)                                              $________________(19)
</Table>


                                      O-2