DEUTSCHE MORTGAGE SECURITIES, INC.


                                    Depositor

                                       and


                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

                  Master Servicer and Securities Administrator


                                       and


                                  HSBC BANK USA

                                     Trustee
                            ________________________

                         POOLING AND SERVICING AGREEMENT

                           Dated as of January 1, 2004

                            ________________________

                       Mortgage Pass-Through Certificates
                                  Series 2004-1

<PAGE>

<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS

<S>                                                                                                              <C>
ARTICLE I             DEFINITIONS.................................................................................8

Section 1.1           Whenever used herein, the following words and phrases, unless the context otherwise
                      requires, shall have the meanings specified in this Article:................................8
Section 1.2           Allocation of Certain Interest Shortfall...................................................60

ARTICLE II            CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF CERTIFICATES................................62

Section 2.1           Conveyance of Trust Fund...................................................................62
Section 2.2           Acceptance by Trustee......................................................................62
Section 2.3           Repurchase or Substitution of Loans........................................................62
Section 2.4           Authentication and Delivery of Certificates; Designation of Certificates as REMIC
                      Regular and Residual Interests.............................................................65
Section 2.5           Representations and Warranties of the Master Servicer......................................66
Section 2.6           Establishment of the Trust.................................................................67

ARTICLE III           ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS........................................69

Section 3.1           Master Servicer............................................................................69
Section 3.2           REMIC-Related Covenants....................................................................70
Section 3.3           Monitoring of Servicers....................................................................70
Section 3.4           Fidelity Bond..............................................................................71
Section 3.5           Power to Act; Procedures...................................................................71
Section 3.6           Due-on-Sale Clauses; Assumption Agreements.................................................72
Section 3.7           Release of Mortgage Files..................................................................73
Section 3.8           Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.......74
Section 3.9           Standard Hazard Insurance and Flood Insurance Policies.....................................74
Section 3.10          Presentment of Claims and Collection of Proceeds...........................................75
Section 3.11          Maintenance of the Primary Mortgage Insurance Policies.....................................75
Section 3.12          Trustee to Retain Possession of Certain Insurance Policies and Documents...................76
Section 3.13          Realization Upon Defaulted Loans...........................................................76
Section 3.14          Compensation for the Master Servicer.......................................................76
Section 3.15          REO Property...............................................................................77
Section 3.16          Annual Officer's Certificate as to Compliance..............................................78
Section 3.17          Annual Independent Accountant's Servicing Report...........................................78
Section 3.18          Reports Filed with Securities and Exchange Commission......................................79
Section 3.19          UCC........................................................................................80
Section 3.20          Obligation of the Master Servicer in Respect of Compensating Interest......................80


                                                        -i-

<PAGE>

Section 3.21          Reserved...................................................................................80
Section 3.22          Protected Accounts.........................................................................80
Section 3.23          Distribution Accounts......................................................................82
Section 3.24          Permitted Withdrawals and Transfers from the Distribution Accounts.........................83
Section 3.25          Reserve Fund...............................................................................85
Section 3.26          Prepayment Penalty Verification............................................................87

ARTICLE IV            PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES; STATEMENTS AND REPORTS...........................88

Section 4.1           Distributions to Group I and Group II Certificateholders...................................88
Section 4.2           Allocation of Group I/II Realized Losses...................................................92
Section 4.3           Distributions to Group III Certificateholders..............................................94
Section 4.4           Allocation of Group III Realized Losses....................................................99
Section 4.5           Reduction of Certificate Principal Balances on the Group I, Group II and Group III
                      Certificates..............................................................................100
Section 4.6           Compliance with Withholding Requirements..................................................101
Section 4.7           Distributions on the Uncertificated REMIC Regular Interests...............................101
Section 4.8           Statements to Certificateholders..........................................................104
Section 4.9           Advances..................................................................................110

ARTICLE V             THE CERTIFICATES..........................................................................111

Section 5.1           The Certificates..........................................................................111
Section 5.2           Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized
                      Denominations.............................................................................113
Section 5.3           Registration of Transfer and Exchange of Certificates.....................................113
Section 5.4           Mutilated, Destroyed, Lost or Stolen Certificates.........................................119
Section 5.5           Persons Deemed Owners.....................................................................119

ARTICLE VI            THE DEPOSITOR AND THE MASTER SERVICER.....................................................120

Section 6.1           Liability of the Depositor and the Master Servicer........................................120
Section 6.2           Merger or Consolidation of the Depositor or the Master Servicer...........................120
Section 6.3           Limitation on Liability of the Depositor, the Master Servicer, the Servicers, the
                      Securities Administrator and Others.......................................................120
Section 6.4           Limitation on Resignation of the Master Servicer..........................................121
Section 6.5           Assignment of Master Servicing............................................................122
Section 6.6           Rights of the Depositor in Respect of the Master Servicer.................................122
Section 6.7           Duties of the Credit Risk Manager.........................................................123
Section 6.8           Limitation Upon Liability of the Credit Risk Manager......................................123
Section 6.9           Removal of the Credit Risk Manager........................................................123

ARTICLE VII           DEFAULT...................................................................................125

Section 7.1           Master Servicer Events of Default.........................................................125
Section 7.2           Trustee to Act; Appointment of Successor..................................................126


                                                       -ii-

<PAGE>

Section 7.3           Notification to Certificateholders........................................................127
Section 7.4           Waiver of Master Servicer Events of Default...............................................128

ARTICLE VIII          CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR...................................129

Section 8.1           Duties of Trustee and Securities Administrator............................................129
Section 8.2           Certain Matters Affecting Trustee and Securities Administrator............................130
Section 8.3           Trustee and Securities Administrator not Liable for Certificates or Loans.................132
Section 8.4           Trustee and Securities Administrator May Own Certificates.................................132
Section 8.5           Fees and Expenses of Trustee and Securities Administrator.................................132
Section 8.6           Eligibility Requirements for Trustee and Securities Administrator.........................133
Section 8.7           Resignation and Removal of Trustee and Securities Administrator...........................133
Section 8.8           Successor Trustee or Securities Administrator.............................................135
Section 8.9           Merger or Consolidation of Trustee or Securities Administrator............................135
Section 8.10          Appointment of Co-Trustee or Separate Trustee.............................................136
Section 8.11          Appointment of Office or Agency...........................................................137
Section 8.12          Representations and Warranties of the Trustee.............................................137

ARTICLE IX            TERMINATION...............................................................................139

Section 9.1           Termination Upon Purchase or Liquidation of the Group I and Group II Loans................139
Section 9.2           Additional Termination Requirements with Respect to the Group I Loans and Group II
                      Loans:....................................................................................141
Section 9.3           Termination Upon Purchase or Liquidation of the Group III  Loans..........................142
Section 9.4           Additional Termination Requirements with Respect to the Group III Loans...................145

ARTICLE X             REMIC PROVISIONS..........................................................................147

Section 10.1          REMIC Administration......................................................................147
Section 10.2          Prohibited Transactions and Activities....................................................150
Section 10.3          Indemnification...........................................................................150

ARTICLE XI            MISCELLANEOUS PROVISIONS..................................................................152

Section 11.1          Amendment.................................................................................152
Section 11.2          Recordation of Agreement; Counterparts....................................................153
Section 11.3          Limitation on Rights of Certificateholders................................................154
Section 11.4          Governing Law.............................................................................154
Section 11.5          Notices...................................................................................155
Section 11.6          Severability of Provisions................................................................155
Section 11.7          Notice to Rating Agencies.................................................................155
Section 11.8          Article and Section References............................................................156
Section 11.9          Grant of Security Interest................................................................156
</TABLE>


                                                       -iii-

<PAGE>

<TABLE>
<CAPTION>
EXHIBITS
<S>                        <C>
Exhibit A-1       -        Forms of Group I Senior  Certificates and Group II Senior  Certificates  (other than the
                           Principal Only Certificates and Group I/II Interest Only Certificates)
Exhibit A-2       -        Forms of Principal Only Certificates
Exhibit A-3       -        Forms of Group I/II Interest Only Certificates
Exhibit A-4       -        Forms of Class [M][B-1][B-2] Certificates
Exhibit A-5       -        Forms of Class B-[3][4][5] Certificates
Exhibit A-6       -        Form of Class R Certificates
Exhibit A-7       -        Forms  of  Class  Group  III  Senior   Certificates   (other  than  the  Class  III-A-IO
                           Certificates)
Exhibit A-8       -        Form of  Class III-A-IO Certificates
Exhibit A-9       -        Forms of Class III-M-[1][2][3] Certificates
Exhibit A-10      -        Form of Class III-CE Certificates
Exhibit A-11      -        Form of Class III-P Certificates
Exhibit A-12      -        Form of Class III-R Certificates
Exhibit B         -        [Reserved]
Exhibit C         -        Form of Transfer Affidavit
Exhibit D         -        Form of Transferor Certificate
Exhibit E         -        Form of Investment Letter (Non-Rule 144A)
Exhibit F         -        Form of Rule 144A Investment Letter
Exhibit G         -        Form of Benefit Plan Affidavit
Exhibit H-1       -        Form of Regulation S Transfer Certificate
Exhibit H-2       -        Form of Clearing System Certificate
Schedule One      -        Loan Schedule
Schedule Two               Prepayment Charge Schedule
</TABLE>



                                                       -iv-

<PAGE>

                  This Pooling and Servicing Agreement, dated and effective as
of January 1, 2004 (this "Agreement"), is executed by and among Deutsche
Mortgage Securities, Inc., as depositor (the "Depositor"), Wells Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer") and
securities administrator (the "Securities Administrator"), and HSBC Bank USA, as
trustee (the "Trustee"). Capitalized terms used in this Agreement and not
otherwise defined have the meanings ascribed to such terms in Article I hereof.

                              PRELIMINARY STATEMENT

                  The Depositor at the Closing Date is the owner of the Loans
and the other property being conveyed by it to the Trustee for inclusion in the
Trust Fund. On the Closing Date, the Depositor will acquire the Certificates
from the Trust Fund as consideration for its transfer to the Trust Fund of the
Loans and certain other assets and will be the owner of the Certificates. The
Depositor has duly authorized the execution and delivery of this Agreement to
provide for the conveyance to the Trustee of the Loans and the issuance to the
Depositor of the Certificates representing in the aggregate the entire
beneficial ownership of the Trust Fund. All covenants and agreements made by the
Depositor, the Master Servicer, the Securities Administrator and the Trustee
herein with respect to the Loans and the other property constituting the Trust
Fund are for the benefit of the Holders from time to time of the Certificates.
The Depositor, the Master Servicer and the Securities Administrator are entering
into this Agreement, and the Trustee is accepting the trust created hereby, for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.

                  The Certificates issued hereunder, other than the Class B-3,
Class B-4, Class B-5 Class III-CE and Class III-P Certificates have been offered
for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus
Supplement, dated January 28, 2004 of the Depositor (together, the
"Prospectus"). The Class B-3, Class B-4 and Class B-5 Certificates have been
offered for sale pursuant to a Private Placement Memorandum dated January 30,
2004. The Class III-CE Certificates and Class III-P Certificates have been sold
by the Depositor to the Underwriter. The Trust Fund created hereunder is
intended to be the "Trust" as described in the Prospectus and the Private
Placement Memorandum and the Certificates are intended to be the "Certificates"
described therein.




                                      -1-
<PAGE>



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

<TABLE>
<CAPTION>
                                             Uncertificated                 Initial
                REMIC I                           REMIC I                 Uncertificated            Latest Possible
     Regular Interest Designation           Pass-Through Rate          Principal Balance           Maturity Date(1)
     ----------------------------           -----------------          -----------------           ----------------
<S>                                                <C>                        <C>                 <C>
                LT-I-IO                            (2)                        (3)                 September 25, 2033
                LT-I-PO                           0.00%                $      487,899.97          September 25, 2033
               LT-I-SUB                           5.50%                $          149.35          September 25, 2033
               LT-I-ZZZ                           5.50%                $   63,054,356.58          September 25, 2033
               LT-II-IO                            (4)                        (3)                 September 25, 2033
               LT-II-PO                           0.00%                $    1,172,299.97          September 25, 2033
               LT-II-SUB                          4.75%                $          271.78          September 25, 2033
               LT-II-ZZZ                          4.75%                $  114,477,335.61          September 25, 2033
               LT-III-IO                           (5)                        (3)                 September 25, 2033
                 LT-RI                            5.50%                $          100.00          September 25, 2033
</TABLE>
_________________
(1)      Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the latest
         possible maturity date for the Group I Loans and Group II Loans has
         been designated as the "latest possible maturity date" for each REMIC I
         Regular Interest.

(2)      Calculated in accordance with the definition of "Pool Strip Rate" with
         respect to the Group I Loans herein.

(3)      REMIC I Regular Interest LT-I-IO and REMIC I Regular Interest LT-II-IO
         have no Uncertificated Principal Balance.

(4)      Calculated in accordance with the definition of "Pool Strip Rate" with
         respect to the Group II Loans herein.


                                      -2-
<PAGE>

                  As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets shall be
designated as "REMIC II". Component R-2 of the Class R Certificates shall
represent the sole Class of "residual interests" in REMIC II for purposes of the
REMIC Provisions under federal income tax law. The following table irrevocably
sets forth the designations, the Remittance Rate and initial Class Principal
Balance for each Class of Certificates which, together with Component R-2,
constitute the entire beneficial interests in REMIC II. Determined solely for
purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each Class of Certificates shall be the
first Distribution Date that is two years after the end of the remaining
amortization schedule of the Loan in the Mortgage Pool that has, as of the
Closing Date, the longest remaining amortization schedule, irrespective of its
scheduled maturity:

<TABLE>
<CAPTION>
                                   Initial Class                                   Assumed Final Maturity
          Class Designation      Principal Balance        Pass-Through Rate               Date (1)
          -----------------      -----------------        -----------------               --------
<S>                               <C>                           <C>                  <C>
                I-A-1             $ 61,561,000.00               5.50%                September 25, 2033
                I-A-X                   (2)                     5.50%                September 25, 2033
                I-A-PO            $    487,899.97               0.00%                September 25, 2033
                II-A-1            $ 64,867,800.00               4.75%                September 25, 2033
                II-A-2            $ 45,000,000.00               4.75%                September 25, 2033
                II-A-3            $  1,892,000.00               4.50%                September 25, 2033
                II-A-X                  (3)                     5.50%                September 25, 2033
               II-A-PO            $  1,172,299.97               0.00%                September 25, 2033
                  R               $        100.00               5.50%                September 25, 2033
                  M               $  2,151,000.00                (4)                 September 25, 2033
                 B-1              $    717,000.00                (4)                 September 25, 2033
                 B-2              $    448,000.00                (4)                 September 25, 2033
                 B-3              $    358,000.00                (4)                 September 25, 2033
                 B-4              $    358,000.00                (4)                 September 25, 2033
                 B-5              $    179,313.32                (4)                 September 25, 2033
</TABLE>
___________________

(1)      The Distribution date in the month after the maturity date for the
         latest maturing Group I Loan and Group II Loans. Solely for purposes of
         Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
         Distribution Date in the month following the maturity date for the
         Group I Loan and Group II Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each Class of
         Certificates.
(2)      The Class I-A-X Certificates will accrue interest at their Pass-Through
         Rate on the Notional Amount of the Class I-A-X Certificates calculated
         in accordance with the definition of "Class I-A-X Notional Amount"
         herein. The Class I-A-X Certificates will not be entitled to
         distributions in respect of principal. For federal income tax purposes,
         the Class I-A-X Certificates will not have a Notional Amount, but will
         be entitled to 100% of amounts distributed on REMIC I Regular Interest
         LT-I-IO.
(3)      The Class II-A-X Certificates will accrue interest at their
         Pass-Through Rate on the Notional Amount of the Class II-A-X
         Certificates calculated in accordance with the definition of "Class
         II-A-X Notional Amount" herein. The Class II-A-X Certificates will not
         be entitled to distributions in respect of principal. For federal
         income tax purposes, the Class II-A-X Certificates will not have a
         Notional Amount, but will be entitled to 100% of amounts distributed on
         REMIC II Regular Interest LT-II-IO.


                                      -3-
<PAGE>

(4)      Each such Class of Certificates will accrue interest at the weighted
         average of the rates at which each of the Subordinate Components accrue
         interest, however, each of the Class M, Class B-1, Class B-2, Class
         B-3, Class B-4 and Class B-5 Certificates will bear interest at a
         variable Pass-Through Rate equal to the weighted average of the
         Pass-Through Rates on each REMIC I Regular Interest ending with the
         designation "SUB," weighted on the basis of the Uncertificated
         Principal Balance of each such REMIC I Regular Interest.




                                      -4-
<PAGE>


                  As provided herein, the Trustee will make an election to treat
the entire segregated pool of assets described in the definition of REMIC III
(as defined herein), and subject to this Agreement, as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes and such
segregated pool of assets will be designated as "REMIC III." The REMIC III
Regular Interests will be the "regular interests" in REMIC III and Component R-3
of the Class III-R Certificates will represent the sole Class of "residual
interests" in REMIC III for purposes of the REMIC Provisions (as defined herein)
under the federal income tax law. The following table irrevocably sets forth the
designation, the Uncertificated REMIC III Pass-Through Rate, the initial
Uncertificated Principal Balance, and solely for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the REMIC III Regular Interests. None of the REMIC III Regular Interests
will be certificated.

<TABLE>
<CAPTION>
                                             Uncertificated                 Initial
               REMIC III                        REMIC III                Uncertificated            Latest Possible
     Regular Interest Designation           Pass-Through Rate          Principal Balance           Maturity Date(1)
     ----------------------------           -----------------          -----------------           ----------------
<S>                                                <C>                  <C>                       <C>
                LT-III                             (2)                  $  270,847,186.00         December 25, 2033
              LT-III-IO-1                          (2)                  $    7,738,300.00         December 25, 2033
              LT-III-IO-2                          (2)                  $    7,738,400.00         December 25, 2033
              LT-III-IO-3                          (2)                  $    7,738,300.00         December 25, 2033
              LT-III-IO-4                          (2)                  $    4,643,000.00         December 25, 2033
              LT-III-IO-5                          (2)                  $   10,833,700.00         December 25, 2033
               LT-III-P                            (2)                  $          100.00         December 25, 2033
</TABLE>
_________________
(1)      Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the latest
         possible maturity date for the Group III Loans has been designated as
         the "latest possible maturity date" for each REMIC III Regular
         Interest.
(2)      Calculated in accordance with the definition of "Uncertificated REMIC
         III Pass-Through Rate" herein.



                                      -5-
<PAGE>


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

<TABLE>
<CAPTION>
   Uncertificated REMIC IV       Uncertificated REMIC     Initial Uncertificated             Latest
 Regular Interest Designation    IV Pass-Through Rate-      Principal Balance         Possible Maturity(1)
 ----------------------------    ---------------------      -----------------         --------------------
<S>                                      <C>               <C>                         <C>
          MT-III-AA                      (2)               $   303,348,108.28          December 25, 2033
          MT-III-A1                      (2)               $     1,106,050.00          December 25, 2033
          MT-III-A2                      (2)               $       274,320.00          December 25, 2033
          MT-III-A3                      (2)               $       584,180.00          December 25, 2033
          MT-III-A4                      (2)               $       382,680.00          December 25, 2033
          MT-III-A5                      (2)               $       283,810.00          December 25, 2033
          MT-III-A6                      (2)               $       309,530.00          December 25, 2033
          MT-III-M1                      (2)               $        74,290.00          December 25, 2033
          MT-III-M2                      (2)               $        46,430.00          December 25, 2033
          MT-III-M3                      (2)               $        23,220.00          December 25, 2033
          MT-III-ZZ                      (2)               $     3,106,267.72          December 25, 2033
        MT-III-IO-A(3)                   (2)                       (4)                 December 25, 2033
        MT-III-IO-B(5)                   (2)                       (6)                 December 25, 2033
           MT-III-P                      (2)               $           100.00          December 25, 2033
</TABLE>
___________________
(1)      Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Group III Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each
         Uncertificated REMIC IV Regular Interest.
(2)      Calculated in accordance with the definition of "Uncertificated REMIC
         IV Pass-Through Rate" herein.
(3)      REMIC IV Regular Interest MT-III-IO-A will accrue interest at a rate of
         (i) for the first twelve distribution dates,1.00% and (ii) thereafter,
         0.00%.
(4)      REMIC IV Regular Interest MT-III-IO-A will not have an Uncertificated
         Principal Balance, but will accrue interest on its Uncertificated
         Notional Amount, as defined herein.
(5)      REMIC IV Regular Interest MT-III-IO-B will accrue interest at a rate of
         (i) for the first twenty-four distribution dates ,3.50% and (ii)
         thereafter, 0.00%.
(6)      REMIC IV Regular Interest MT-III-IO-B will not have an Uncertificated
         Principal Balance, but will accrue interest on its Uncertificated
         Notional Amount, as defined herein.





                                      -6-
<PAGE>


                  As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the REMIC IV Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets shall
be designated as "REMIC V". Component R-5 of the Class III-R Certificate shall
represent the sole Class of "residual interests" in REMIC V for purposes of the
REMIC Provisions under federal income tax law. The following table irrevocably
sets forth the designations, the Remittance Rate and initial Class Principal
Balance for each Class of Certificates which, together with the Component R-5,
constitute the entire beneficial interests in REMIC V. Determined solely for
purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each Class of Certificates shall be the
first Distribution Date that is two years after the end of the remaining
amortization schedule of the Loan in the Mortgage Pool that has, as of the
Closing Date, the longest remaining amortization schedule, irrespective of its
scheduled maturity:

<TABLE>
<CAPTION>
                                    Initial Class                                   Assumed Final Maturity
          Class Designation       Principal Balance        Pass-Through Rate               Date (1)
          -----------------       -----------------        -----------------               --------
<S>                               <C>                             <C>                 <C>
               III-A-1            $ 110,605,000.00                (2)                 December 25, 2033
               III-A-2            $  27,432,000.00                (2)                 December 25, 2033
               III-A-3            $  58,418,000.00                (2)                 December 25, 2033
               III-A-4            $  38,268,000.00                (2)                 December 25, 2033
               III-A-5            $  28,381,000.00                (2)                 December 25, 2033
               III-A-6            $  30,953,000.00                (2)                 December 25, 2033
               III-A-IO                (3)                        (2)                  January 25, 2006
               III-M-1            $   7,429,000.00                (2)                 December 25, 2033
               III-M-2            $   4,643,000.00                (2)                 December 25, 2033
               III-M-3            $   2,322,000.00                (2)                 December 25, 2033
                III-CE            $   1,087,886.00 (3)            (4)                 December 25, 2033
                III-P             $        100.00                 (5)                 December 25, 2033
</TABLE>
___________________
(1)      The Distribution date in the month after the maturity date for the
         latest maturing Group III Loan. Solely for purposes of Section
         1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date
         in the month following the maturity date for the Group III Loan with
         the latest maturity date has been designated as the "latest possible
         maturity date" for each Class of Certificates.
(2)      Calculated in accordance with the definition of "Pass-Through Rate"
         herein.
(3)      The Class III-A-IO Certificates will accrue interest at their
         Pass-Through Rate on their Notional Amount, as defined herein.
(4)      The Class III-CE Certificates will accrue interest at their variable
         Pass-Through Rate on the Notional Amount of the Class III-CE
         Certificates outstanding from time to time which shall equal the
         Uncertificated Principal Balance of the REMIC IV Regular Interests
         (other than REMIC IV Regular Interest MT-III-P) The Class III-CE
         Certificates will not accrue interest on their Class Principal Balance.
(5)      The Class III-P Certificates are not entitled to distribution of
         interest.



                                      -7-
<PAGE>


                               W I T N E S S E T H
                               -------------------

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

                                   ARTICLE I
                                   DEFINITIONS

                  Section 1.1 Whenever used herein, the following words and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article:

                  ACCEPTED MASTER SERVICING PRACTICES: With respect to any Loan,
those customary mortgage servicing practices of prudent mortgage servicing
institutions that master service mortgage loans of the same type and quality as
such Loan in the jurisdiction where the related Mortgaged Property is located,
to the extent applicable to the Master Servicer (except in its capacity as
successor to a Servicer).

                  ACCOUNT: The Distribution Accounts and any Protected Account
as the context may require.

                  ADVANCE: Either (i) a Monthly Advance made by a Servicer as
such term is defined in and pursuant to the related Servicing Agreement or (ii)
an advance made by the Master Servicer pursuant to Section 4.9.

                  AFFILIATE: With respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. The Trustee may obtain
and rely on an Officer's Certificate of the Servicer or the Depositor to
determine whether any Person is an Affiliate of such party.

                  AGGREGATE CERTIFICATE PRINCIPAL BALANCE: At any given time,
the sum of the then current Class Principal Balances of all related Classes of
Certificates.

                  AGGREGATE SENIOR PERCENTAGE: With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate Class Principal Balance of the Group I Senior Certificates and Group
II Senior Certificates (other than the related Principal Only Certificates)
immediately prior to that Distribution Date, and the denominator of which is the
sum of the Scheduled Principal Balances of the Group I Loans and Group II Loans
as of the first day of the related Due Period (exclusive of the applicable
Discount Fraction of the Scheduled Principal Balance of each Discount Loan).



                                      -8-
<PAGE>

                  AGGREGATE SUBORDINATE AMOUNT: With respect to any date of
determination, an amount equal to the excess of the aggregate Scheduled
Principal Balance of the Group I Loans and Group II Loans (exclusively of the
applicable Discount Fraction of the Scheduled Principal Balance of each Discount
Loan) over the aggregate Class Principal Balances of the Group I Senior
Certificates and Group II Senior Certificates then outstanding.

                  AGREEMENT: This Pooling and Servicing Agreement and all
amendments and supplements hereto.

                  ANNIVERSARY: Each anniversary of the Cut-Off Date.

                  APPRAISED VALUE: The amount set forth in an appraisal made by
or for the mortgage originator in connection with its origination of each Loan.

                  ASSIGNMENT: An assignment of the Mortgage, notice of transfer
or equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction where the related Mortgaged Property is located to reflect of
record the sale and assignment of the Loan to the Trustee, which assignment,
notice of transfer or equivalent instrument may, if permitted by law, be in the
form of one or more blanket assignments covering Mortgages secured by Mortgaged
Properties located in the same county.

                  ASSIGNMENT AGREEMENTS: Shall mean (i) the Assignment,
Assumption and Recognition Agreement, dated as of January 30, 2004, among the
Seller, the Depositor and National City, pursuant to which the National City
Servicing Agreement was assigned to the Depositor, (ii) the Assignment,
Assumption and Recognition Agreement, dated as of January 30, 2004, among the
Seller, the Depositor and Downey pursuant to which the Downey Servicing
Agreement was assigned to the Depositor, (iii) the Assignment, Assumption and
Recognition Agreement, dated as of January 30, 2004, among the Seller, the
Depositor and Greenpoint, pursuant to which the Greenpoint Servicing Agreement
was assigned to the Depositor and (iv) the Assignment, Assumption and
Recognition Agreement, dated as of January 30, 2004, among the Seller, the
Depositor and GMAC, pursuant to which the GMAC Servicing Agreement was assigned
to the Depositor.

                  AUTHORIZED DENOMINATION: With respect to the Offered
Certificates (other than the Residual Certificates), a minimum initial
Certificate Principal Balance of $25,000 each and integral multiples of $1 in
excess thereof as set forth on the face thereof. With respect to each of the
Class R Certificates and the Class III-R Certificates, one Certificate with a
Percentage Interest equal to 100% as set forth on the face thereof. With respect
to the Class III-P Certificates, minimum initial Certificate Principal Balances
of $20 and integral multiples thereof as set forth on the face thereof. With
respect to the Class III-CE Certificates, minimum initial Certificate Principal
Balances of $10,000 and integral multiples of $1.00 in excess thereof as set
forth on the face thereof.



                                      -9-
<PAGE>

                  BANKRUPTCY COVERAGE: As of the Cut-Off Date, with respect to
the Group I Loans and Group II Loans, $100,000. The Bankruptcy Coverage may be
reduced upon written confirmation from each Rating Agency that such reduction
will not adversely affect the then current Ratings assigned to the Group I
Senior Certificates, Group II Senior Certificates and Group I/II Subordinate
Certificates by each Rating Agency.

                  BENEFICIAL HOLDER: A Person holding a beneficial interest in
any Book-Entry Certificate as or through a Depository Participant or an Indirect
Depository Participant or a Person holding a beneficial interest in any
Definitive Certificate.

                  BOOK-ENTRY CERTIFICATES: The Group I Senior, Group II Senior,
Group III Senior, Group III Mezzanine, Class M, Class B-1 and Class B-2
Certificates.

                  BUSINESS DAY: Any day other than a Saturday, a Sunday, or a
day on which banking institutions in Maryland, Minnesota or New York or the city
in which the Corporate Trust Office of the Trustee is located, are authorized or
obligated by law or executive order to be closed.

                  CAP AGREEMENT: Shall mean the Cap Contract between the Trustee
and Deutsche Bank AG New York Branch, together with any successor thereto, for
the benefit of the Holders of the Class III-A-1 Certificates.

                  CERTIFICATE: Any one of the Certificates issued pursuant to
this Agreement, executed and authenticated by or on behalf of the Securities
Administrator hereunder in substantially one of the forms set forth in Exhibits
A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11 and A-12 hereto.

                  CERTIFICATE PRINCIPAL BALANCE: For each Group I Senior
Certificate, Group II Senior Certificate and Group I/II Subordinate Certificate,
the portion of the related Class Principal Balance, if any, represented by such
Certificate. For each Group III Certificate, the Certificate Principal Balance
with respect to a Group III Senior Certificate (other than the Class III-A-IO
Certificates, which have no Certificate Principal Balance), Group III Mezzanine
Certificate or Class III-P Certificate outstanding at any time, represents the
then maximum amount that the holder of such certificate is entitled to receive
as distributions allocable to principal from the cash flow on the Group III
Loans and the other assets in the Trust Fund. The Certificate Principal Balance
of a Group III Senior Certificate, Group III Mezzanine Certificate or a Class
III-P Certificate as of any date of determination is equal to the initial
Certificate Principal Balance of such Certificate reduced by the aggregate of
(i) all amounts allocable to principal previously distributed with respect to
that Certificate and (ii) with respect to the Group III Mezzanine Certificates,
any reductions in the Certificate Principal Balance of such certificate deemed
to have occurred in connection with allocations of Group III Realized Losses, if
any. The Certificate Principal Balance of the Class III-CE Certificates as of
any date of determination is equal to the excess, if any, of (i) the then
aggregate Principal Balance of the Group III Loans over (ii) the then Aggregate
Certificate Principal Balance of the Group III Senior Certificates, the



                                      -10-
<PAGE>

Group III Mezzanine Certificates and the Class III-P Certificates. The initial
Certificate Principal Balance of each Class of Certificates is set forth in the
Preliminary Statement hereto.

                  CERTIFICATE REGISTER: The register maintained pursuant to
Section 5.3.

                  CERTIFICATEHOLDER OR HOLDER: The person in whose name a
Certificate is registered in the Certificate Register, except that, solely for
the purposes of giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Depositor, the Master Servicer, the Securities
Administrator, the Trustee or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest evidenced thereby shall not be taken
into account in determining whether the requisite percentage of Percentage
Interests necessary to effect any such consent has been obtained. The Trustee or
the Securities Administrator may conclusively rely upon a certificate of the
Depositor, the Seller or the Master Servicer in determining whether a
Certificate is held by an Affiliate thereof. All references herein to "Holders"
or "Certificateholders" shall reflect the rights of Certificate Owners (as
defined below) as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee or the Securities Administrator
shall be required to recognize as a "Holder" or "Certificateholder" only the
Person in whose name a Certificate is registered in the Certificate Register.

                  CERTIFICATE OWNER: With respect to a Book-Entry Certificate or
Global Certificate, the Person who is the beneficial owner of such Certificate
as reflected on the books of the Depository or on the books of a Depository
Participant or on the books of an Indirect Depository Participant.

                  CLASS: Certificates having the same priority and rights to
payments from the Group I Available Distribution Amount, Group II Available
Distribution Amount or Group III Available Distribution Amount, as applicable,
designated as a separate Class, as set forth in the forms of Certificates
attached hereto as Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10,
A-11 and A-12, as applicable.

                  CLASS I-A-X NOTIONAL AMOUNT: As of the Closing Date
$1,875,735.97, and with respect to any Distribution Date thereafter, shall equal
the aggregate Scheduled Principal Balance of the Group I Non-Discount Loans as
of the first day of the related Due Period, multiplied by the following
fraction:

                the weighted average of the Net Mortgage Rates of
                 the Group I Non-Discount Loans as of the first
                   day of the related Due Period minus 5.500%
                   ------------------------------------------
                                     5.500%

For federal income tax purposes, the Class I-A-X Certificates will not have a
Notional Amount, but will be entitled to 100% of amounts distributed on REMIC I
Regular Interest LT-I-IO.



                                      -11-
<PAGE>

                  CLASS II-A-X NOTIONAL AMOUNT: As of the Closing Date,
$5,513,577.97, and with respect to any Distribution Date will equal the
aggregate Scheduled Principal Balance of the Group II Non-Discount Loans, as of
the first day of the related Due Period, multiplied by the following fraction:

                Weighted Average of the Net Mortgage Rates of the
             Group II Non-discount Loans as of the First Day of the
                         Related Due Period Minus 4.750%
                         -------------------------------
                                     4.750%.

For federal income tax purposes, the Class II-A-X Certificates will not have a
Notional Amount, but will be entitled to 100% of amounts distributed on REMIC I
Regular Interest LT-II-IO.

                  CLASS III-A-IO NOTIONAL AMOUNt: With respect to the Class
III-A-IO Certificates will be as follows: the lesser of (a) from and including
the 1st Distribution Date through and including the 6th Distribution Date
$38,691,700; from and including the 7th Distribution Date through and including
the 18th Distribution Date $30,953,400; from and including the 19th Distribution
Date through and including the 20th Distribution Date $23,215,000; from and
including the 21st Distribution Date through and including the 23rd Distribution
Date $15,476,700; on the 24th Distribution Date $10,833,700; thereafter $0 and
(b) the then aggregate principal balance of the Group III Loans (prior to giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period).

                  CLASS III-A-6 LOCKOUT DISTRIBUTION AMOUNT: For any
Distribution Date will be the Class III-A-6 Lockout Distribution Percentage for
that Distribution Date multiplied by the product of (x) a fraction, the
numerator of which is the Certificate Principal Balance of the Class III-A-6
Certificates and the denominator of which is the Aggregate Certificate Principal
Balance of all of the Group III Senior Certificates, in each case immediately
prior to such Distribution Date and (y) the Group III Senior Principal
Distribution Amount for such Distribution Date.



                                      -12-
<PAGE>

         CLASS III-A-6 LOCKOUT DISTRIBUTION PERCENTAGE: For each Distribution
Date, the applicable percentage set forth below:

<TABLE>
<CAPTION>
                                                                                        CLASS III-A-6
                                                                                           LOCKOUT
                                                                                        DISTRIBUTION
                                 DISTRIBUTION DATES                                      PERCENTAGE
                                 ------------------                                      ----------
<S>                                                                                          <C>
      February 2004 through and including January 2007........................               0%
      February 2007 through and including January 2009........................               45%
      February 2009 through and including January 2010........................               80%
      February 2010 through and including January 2011........................              100%
      February 2011 and thereafter............................................              300%
</TABLE>

         CLASS PRINCIPAL BALANCE: With respect to any Class of Group I Senior,
Group II Senior or Group I/II Subordinate Certificates (other than the Group
I/II Interest Only Certificates), the applicable initial Class Principal Balance
set forth in the Preliminary Statement hereto, corresponding to the rights of
such Class in payments of principal due to be passed through to
Certificateholders from principal payments on the Group I Loans and Group II
Loans, as reduced from time to time by (x) distributions allocable to principal
made thereon and (y) the portion of Group I/II Realized Losses allocated thereto
pursuant to Section 4.2 with respect to a given Distribution Date. For any
Distribution Date, the reduction of the Class Principal Balance of any Class of
Group I Senior or Group II Senior or Group I/II Subordinate Certificates (other
than the Group I/II Interest Only Certificates) pursuant to Section 4.2 shall be
deemed effective prior to the determination and distribution of principal on
such Class pursuant to Section 4.1(b) or Section 4.1(c). Notwithstanding the
foregoing, the Principal Balance of the most subordinate Class of Group I/II
Subordinate Certificates outstanding at any time shall be equal to the aggregate
Scheduled Principal Balance of all of the Group I Loans and Group II Loans less
the Principal Balance of all other Classes of Group I Senior, Group II Senior
and Group I/II Subordinate Certificates. The Class Principal Balance for the
Class I-A-1 Certificates shall be referred to as the "Class I-A-1 Principal
Balance", and so on. The Class Principal Balances of the Group I/II Interest
Only Certificates shall be zero. With respect to any Class of Group III
Certificates (other than the Class III-A-IO Certificates), the applicable
initial Class Principal Balance set forth in the Preliminary Statement hereto,
corresponding to the rights of such Class in payments of principal due to be
passed through to Group III Certificateholders from principal payments on the
Group III Loans, as reduced from time to time by (x) distributions allocable to
principal made thereon and (y) with respect to the Group III Mezzanine
Certificates and Class III-CE Certificates the portion of Group III Realized
Losses allocated thereto pursuant to Section 4.4 with respect to a given
Distribution Date. For any Distribution Date, the reduction of the Class
Principal Balance of any Class of Group III Certificates pursuant to Section 4.4
shall be deemed effective prior to the determination and distribution of
principal on such Class pursuant to Section 4.3. The Class Principal Balance for
the Class III-A-1 Certificates shall be referred to



                                      -13-
<PAGE>

as the "Class III-A-1 Principal Balance", and so on. The Class Principal
Balances of the Class III-A-IO Certificates shall be zero.

                  CLEARING AGENCY: An organization registered as a "clearing
agency" pursuant to Section 17A of the Securities and Exchange Act of 1934, as
amended, which initially shall be the Depository.

                  CLEARING AGENCY PARTICIPANT: A broker, dealer, bank, other
financial institution or other Person for whom the Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.

                  CLEARSTREAM: Clearstream, Luxembourg, societe anonyme
(formerly known as Cedelbank), a corporation organized under the laws of the
Duchy of Luxembourg.

                  CLOSING DATE:  January 30, 2004.

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

                  COLLATERAL DEFICIENCY AMOUNT: With respect the Group I Loans
and Group II Loans and any Distribution Date prior to the Credit Support
Depletion Date, the amount by which (i) the sum of (x) the aggregate Class
Principal Balances of the Group I Senior Certificates or Group II Senior
Certificates, as applicable (other than the related Group I/II Interest Only
Certificates and Principal Only Certificates) after giving effect to payments of
principal (other than the related Collateral Deficiency Amount) on that
Distribution Date exceeds (ii) the Scheduled Principal Balance of the Loans in
the related Loan Group as of the last day of the related Due Period.

                  COMPENSATING INTEREST: For any Distribution Date, (i) with
respect to the Loans serviced by National City, an amount equal to the aggregate
Group I/II Prepayment Interest Shortfalls and Curtailment Shortfalls for such
Loans for such Distribution Date, (ii) with respect to the Loans serviced by
Downey, an amount equal to the lesser of (a) the aggregate Group I/II Prepayment
Interest Shortfalls and Curtailment Shortfalls for such Loans for such
Distribution Date and (b) the Servicing Fee payable to Downey for such
Distribution Date, (iii) with respect to the Loans serviced by Greenpoint and
GMAC, an amount equal to the lesser of (a) the aggregate Group III Prepayment
Interest Shortfalls and Curtailment Shortfalls for such Loans for such
Distribution Date and (b) the Servicing Fee payable to Greenpoint and GMAC,
respectively, for such Distribution Date and (iv) with respect to the Master
Servicer, the amount described in Section 3.20 for such Distribution Date. In no
event, howeber, shall any Servicer or the Master Servicer be liable for any
Group I/II Relief Act Interest Shortfall or any Group III Relief Act Interest
Shortfall.

                  COMPONENT R-1: The uncertificated residual interest in REMIC
I.

                  COMPONENT R-2: The uncertificated residual interest in REMIC
II.



                                      -14-
<PAGE>

                  COMPONENT R-3: The uncertificated residual interest in REMIC
III.

                  COMPONENT R-4: The uncertificated residual interest in REMIC
IV.

                  COMPONENT R-5: The uncertificated residual interest in REMIC
V.

                  CORPORATE TRUST OFFICE: The principal corporate trust office
of the Trustee or the Securities Administrator, as the case may be, at which at
any particular time its corporate trust business in connection with this
Agreement shall be administered, which office at the date of the execution of
this instrument is located at (i) with respect to the Trustee, HSBC Bank USA,
452 Fifth Avenue, New York, New York 10018, or at such other address as the
Trustee may designate from time to time by notice to the Certificateholders, the
Depositor, the Master Servicer and the Securities Administrator, or (ii) with
respect to the Securities Administrator, (A) for Certificate transfer and
surrender purposes, Wells Fargo Bank Minnesota, National Association, Sixth and
Marquette, Minneapolis, Minnesota 55479, Attention: DMSI 2004-1 and (B) for all
other purposes, Wells Fargo Bank Minnesota, National Association, 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: DMSI 2004-1, or at such
other address as the Securities Administrator may designate from time to time by
notice to the Certificateholders, the Depositor, the Master Servicer and the
Trustee.

                  CORRESPONDING CERTIFICATE: With respect to the REMIC IV
Regular Interests listed below, the Regular Certificates listed below:

REMIC IV REGULAR INTEREST                 REGULAR CERTIFICATE
-------------------------                 -------------------
REMIC IV Regular Interest MT-III-A1       Class III-A-1
REMIC IV Regular Interest MT-III-A2       Class III-A-2
REMIC IV Regular Interest MT-III-A3       Class III-A-3
REMIC IV Regular Interest MT-III-A4       Class III-A-4
REMIC IV Regular Interest MT-III-A5       Class III-A-5
REMIC IV Regular Interest MT-III-A6       Class III-A-6
REMIC IV Regular Interest MT-III-M1       Class III-M-1
REMIC IV Regular Interest MT-III-M2       Class III-M-2
REMIC IV Regular Interest MT-III-M3       Class III-M-3
REMIC IV Regular Interest MT-III-P        Class III-P


                  CREDIT ENHANCEMENT PERCENTAGE: For any Distribution Date and
any Class of Group III Senior Certificates (other than the Class III-A-IO
Certificates) and Group III Mezzanine Certificates will be the percentage
obtained by dividing (x) the sum of (i) the Aggregate Certificate Principal
Balance of the Class or Classes of Group III Mezzanine Certificates subordinate
thereto and (ii) the Overcollateralization Amount by (y) the aggregate principal
balance of the Group III Loans, calculated after taking into account
distributions of principal on the Group III Loans and distribution of the Group
III Principal Distribution Amount to the holders of the certificates then
entitled to distributions of principal on such Distribution Date.



                                      -15-
<PAGE>

                  CREDIT RISK MANAGEMENT AGREEMENT OR CREDIT RISK MANAGEMENT
AGREEMENTS: Each agreement between the Credit Risk Manager and a Servicer or the
Master Servicer, regarding the loss mitigation and advisory services to be
provided by the Credit Risk Manager.

                  CREDIT RISK MANAGEMENT FEE: The amount payable to the Credit
Risk Manager on each Distribution Date as compensation for all services rendered
by it in the exercise and performance of any and all powers and duties of the
Credit Risk Manager under any Credit Risk Management Agreement, which amount
shall equal one twelfth of the product of (i) the Credit Risk Management Fee
Rate multiplied by (ii) the Scheduled Principal Balance of the Loans and any
related REO Properties as of the first day of the related Due Period.

                  CREDIT RISK MANAGEMENT FEE RATE: 0.009% per annum.

                  CREDIT RISK MANAGER: The Murrayhill Company, a Colorado
corporation, and its successors and assigns.

                  CREDIT SUPPORT DEPLETION DATE: With respect to the Group I
Senior Certificates and Group II Senior Certificates, the Distribution Date on
which the Class Principal Balances of the Group I/II Subordinate Certificates
have been reduced to zero, prior to giving effect to principal distributions
thereon and the allocation of Group I/II Realized Losses on such Distribution
Date.

                  CROSS PAYMENT TRIGGER DATE: Any Distribution Date on which (i)
the Class Principal Balances of the Group I Senior Certificates or the Group II
Senior Certificates have been reduced to zero and (ii) either (a) the Aggregate
Subordination Percentage is less than 200% times the Aggregate Subordination
Percentage as of the Closing Date, or (b) the mean aggregate Principal Balance
of the Group I Loans and Group II Loans (including Group I Loans and Group II
Loans in bankruptcy, foreclosure and REO) which are 60 or more days delinquent
for each of the immediately preceding six calendar months is greater than 50% of
the Aggregate Subordination Amount for such Distribution Date.

                  CURTAILMENT: Any payment of principal on a Loan, made by or on
behalf of the related Mortgagor, other than a Monthly Payment, a Prepaid Monthly
Payment or a Payoff, which is applied to reduce the outstanding Principal
Balance of the Loan.

                  CURTAILMENT SHORTFALL: With respect to any Distribution Date
and any Curtailment received during the related Prepayment Period, an amount
equal to one month's interest on such Curtailment at the applicable Mortgage
Interest Rate on such Loan.

                  CUSTODIAL AGREEMENT: The Custodial Agreement dated as of
January 30, 2004, among the Trustee, Wells Fargo as Custodian, National City,
Downey, Greenpoint and GMAC as such agreement may be amended or supplemented
from time to time, or any other custodial agreement entered into after the date
hereof with respect to any Loan subject to this Agreement.



                                      -16-
<PAGE>

                  CUSTODIAN: Either Wells Fargo or any other custodian appointed
under any custodial agreement entered into after the date of this Agreement.

                  CUT-OFF DATE: January 1, 2004; except that with respect to
each Substitute Loan, the Cut-Off Date shall be the date of substitution.

                  DEFINITIVE CERTIFICATES: As defined in Section 5.3.

                  DELETED LOAN: A Loan replaced or to be replaced by a
Substitute Loan.

                  DEPOSITOR: Deutsche Mortgage Securities, Inc., a Delaware
corporation, or its successor-in-interest.

                  DEPOSITORY: The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository, for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
CEDE & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a Clearing Agency.

                  DEPOSITORY PARTICIPANT: A broker, dealer, bank, other
financial institution or other Person for whom the Depository effects book-entry
transfers and pledges of securities deposited with the Depository.

                  DETERMINATION DATE: With respect to each Servicer, the day of
the month set forth as the Determination Date in the related Servicing
Agreement.

                  DISCOUNT FRACTION: With respect to the Group I Loans and Group
II Loans, the Group I Discount Fraction and Group II Discount Fraction,
respectively.

                  DISCOUNT FRACTIONAL PRINCIPAL AMOUNT: With respect to the
Group I Loans and Group II Loans, respectively, the Group I Discount Fractional
Principal Amount and the Group II Discount Fractional Principal Amount.

                  DISCOUNT LOAN: Any of the Group I Discount Loans or Group II
Discount Loans, as applicable.

                  DISQUALIFIED ORGANIZATION: A "disqualified organization" as
defined in Section 860E(e)(5) of the Code, and, for purposes of Article V
herein, any Person which is not a Permitted Transferee; provided, that a
Disqualified Organization does not include any Pass-Through Entity which owns or
holds a Residual Certificate and of which a Disqualified Organization, directly
or indirectly, may be a stockholder, partner or beneficiary.

                  DISTRIBUTION ACCOUNT: The trust account or accounts created
and maintained by the Securities Administrator pursuant to Section 3.23 relating
to the Group I Loans and Group II Loans, and the trust account or accounts
relating to the Group III Loans, for the benefit of the



                                      -17-
<PAGE>

related Certificateholders and designated "Wells Fargo Bank Minnesota, National
Association, as Securities Administrator, in trust for registered holders of
Deutsche Mortgage Securities, Inc. Mortgage Loan Trust, Series 2004-1 Group I
Loans and Group II Loans" and "Wells Fargo Bank Minnesota, National Association,
as Securities Administrator, in trust for registered holders of Deutsche
Mortgage Securities, Inc. Mortgage Loan Trust, Series 2004-1 Group III Loans",
respectively. Funds in the Distribution Account shall be held in trust for the
related Certificateholders for the uses and purposes set forth in this
Agreement. Each Distribution Account must be an Eligible Account.

                  DISTRIBUTION ACCOUNT DEPOSIT DATE: The Business Day prior to
such Distribution Date.

                  DISTRIBUTION DATE: With respect to distributions on the
Certificates, the 25th day (or, if such 25th day is not a Business Day, the
Business Day immediately succeeding such 25th day) of each month, with the first
such date being February 25, 2004. The "related Due Date" for any Distribution
Date is the Due Date immediately preceding such Distribution Date.

                  DOWNEY: Downey Savings and Loan Association, F.A., or any
successor thereto.

                  DOWNEY SERVICING AGREEMENT: Shall mean the Master Mortgage
Loan Purchase and Servicing Agreement, dated as of May 1, 2003, between the
Seller and Downey, (as modified pursuant to the related Assignment Agreement).

                  DUE DATE: The first day of each calendar month, which is the
day on which the Monthly Payment for each Loan is due, exclusive of any days of
grace. The "related Due Date" for any Distribution Date is the Due Date
immediately preceding such Distribution Date.

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

                  ELIGIBLE ACCOUNT: Any account or accounts held and established
by the Securities Administrator in trust for the Certificateholders at any
Eligible Institution.

                  ELIGIBLE INSTITUTION: An institution having (i) the highest
short-term debt rating, and one of the two highest long-term debt ratings of
each Rating Agency, (ii) with respect to the Distribution Account, an unsecured
long-term debt rating of at least one of the two highest unsecured long-term
debt ratings of each Rating Agency, or (iii) the approval of each Rating Agency.

                  ELIGIBLE INVESTMENTS: Any one or more of the following
obligations or securities payable on demand or having a scheduled maturity on or
before the Business Day preceding the following Distribution Date (or, with
respect to a Distribution Account maintained with the Securities Administrator,
having a scheduled maturity on or before the following Distribution



                                      -18-
<PAGE>

Date; provided that, such Eligible Investments shall be managed by, or an
obligation of, the institution that maintains a Distribution Account if such
Eligible Investments mature on the Distribution Date), regardless of whether any
such obligation is issued by the Depositor, the applicable Servicer, the
Trustee, the Master Servicer, the Securities Administrator or any of their
respective Affiliates and having at the time of purchase, or at such other time
as may be specified, the required ratings, if any, provided for in this
definition:

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

                  (b) direct obligations of, or guaranteed as to timely payment
of principal and interest by, Freddie Mac, Fannie Mae or the Federal Farm Credit
System, provided, that any such obligation, at the time of purchase or
contractual commitment providing for the purchase thereof, is qualified by each
Rating Agency as an investment of funds backing securities rated "AAA" in the
case of S&P and Moody's (the initial rating of the Group I Senior, Group II
Senior and Group III Senior Certificates);

                  (c) demand and time deposits in or certificates of deposit of,
or bankers' acceptances issued by, any bank or trust company, savings and loan
association or savings bank, provided, that the short-term deposit ratings
and/or long-term unsecured debt obligations of such depository institution or
trust company (or in the case of the principal depository institutions in a
holding company system, the commercial paper or long-term unsecured debt
obligations of such holding company) have, in the case of commercial paper, the
highest rating available for such securities by each Rating Agency and, in the
case of long-term unsecured debt obligations, one of the two highest ratings
available for such securities by each Rating Agency, or in each case such lower
rating as will not result in the downgrading or withdrawal of the rating or
ratings then assigned to any Class of Certificates by any Rating Agency but in
no event less than the initial rating of the Group I Senior Certificates, Group
II Senior Certificates, or Group III Senior Certificates, as applicable;

                  (d) general obligations of or obligations guaranteed by any
state of the United States or the District of Columbia receiving one of the two
highest long-term debt ratings available for such securities by each Rating
Agency, or such lower rating as will not result in the downgrading or withdrawal
of the rating or ratings then assigned to any Class of Certificates by any
Rating Agency;

                  (e) commercial or finance company paper (including both
non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date
of issuance thereof) that is rated by each Rating Agency in its highest
short-term unsecured rating category at the time of such investment or
contractual commitment providing for such investment, and is issued by a
corporation the outstanding senior long-term debt obligations of which are then
rated by each Rating Agency in one of its two highest long-term unsecured rating
categories, or such lower rating as will not result in the



                                      -19-
<PAGE>

downgrading or withdrawal of the rating or ratings then assigned to any Class of
Certificates by any Rating Agency but in no event less than the initial rating
of the Group I Senior Certificates, Group II Senior Certificates or Group III
Senior Certificates, as applicable;

                  (f) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation rated in one of the two highest rating
levels available to such issuers by each Rating Agency at the time of such
investment, provided, that any such agreement must by its terms provide that it
is terminable by the purchaser without penalty in the event any such rating is
at any time lower than such level;

                  (g) repurchase obligations with respect to any security
described in clause (a) or (b) above entered into with a depository institution
or trust company (acting as principal) meeting the rating standards described in
(c) above;

                  (h) securities bearing interest or sold at a discount that are
issued by any corporation incorporated under the laws of the United States of
America or any State thereof and rated by each Rating Agency in one of its two
highest long-term unsecured rating categories at the time of such investment or
contractual commitment providing for such investment; provided, however, that
securities issued by any such corporation will not be Eligible Investments to
the extent that investment therein would cause the outstanding principal amount
of securities issued by such corporation that are then held as part of the
related Distribution Account to exceed 20% of the aggregate principal amount of
all Eligible Investments then held in the Distribution Account;

                  (i) units of taxable money market funds (including those for
which the Trustee, the Securities Administrator, the Master Servicer or any
affiliate thereof receives compensation with respect to such investment) which
funds have been rated by each Rating Agency rating such fund in its highest
rating category or which have been designated in writing by each Rating Agency
as Eligible Investments with respect to this definition;

                  (j) if previously confirmed in writing to the Trustee and the
Securities Administrator, any other demand, money market or time deposit, or any
other obligation, security or investment, as may be acceptable to each Rating
Agency as a permitted investment of funds backing securities having ratings
equivalent to the initial rating of the Group I Senior, Group II Senior or Group
III Senior Certificates, as applicable; and

                  (k) such other obligations as are acceptable as Eligible
Investments to each Rating Agency;

provided, however, that such instrument continues to qualify as a "cash flow
investment" pursuant to Code Section 860G(a)(6) and that no instrument or
security shall be an Eligible Investment if (i) such instrument or security
evidences a right to receive only interest payments or (ii) the right to receive
principal and interest payments derived from the underlying investment



                                      -20-
<PAGE>

provides a yield to maturity in excess of 120% of the yield to maturity at par
of such underlying investment.

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

                  EUROCLEAR: Euroclear Bank SA/NV, Brussels office, as operator
of the Euroclear system.

                  EXCESS LOSS: A Special Hazard Loss incurred on a Group I Loan
or Group II Loan in excess of the Special Hazard Coverage, a Fraud Loss incurred
on a Loan in excess of the Fraud Coverage and a Group I/II Bankruptcy Loss
incurred on a Group I Loan or Group II Loan in excess of the Bankruptcy
Coverage.

                  EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

                  EXTRA PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution
Date, the lesser of (i) the Net Monthly Excess Cashflow for such Distribution
Date and (ii) the Overcollateralization Increase Amount.

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

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

                  FRAUD COVERAGE: As of the Cut-Off Date, will be $3,583,848.26.
As of any date of determination after the Cut-Off Date, the Fraud Coverage will
generally be equal to:

                  (1) before the second Anniversary, an amount equal to:

                              (a)   2.00% of the aggregate principal balance of
                                    the Group I Loans and Group II Loans as of
                                    the Cut-Off Date, minus

                              (b)   the aggregate amounts allocated to the
                                    certificates with respect to Fraud Losses on
                                    the Group I Loans and Group II Loans up to
                                    such date of determination;

                  (2) from the second to but not including the fifth
         Anniversary, an amount equal to:

                              (a)   1.00% of the aggregate principal balance of
                                    the Group I Loans and Group II Loans as of
                                    the Cut-Off Date, minus

                              (b)   the aggregate amounts allocated to the
                                    certificates with respect to Fraud Losses on
                                    the Group I Loans and Group II Loans up to
                                    such date of determination;



                                      -21-
<PAGE>

                  (3) on and after the fifth Anniversary, the Fraud Coverage
will be zero.

                  FRAUD LOSS: The occurrence of a loss on a Group I Loan or
Group II Loan, as reported by the related Servicer, arising from any action,
event or state of facts with respect to such Group I Loan or Group II Loan
which, because it involved or arose out of any dishonest, fraudulent, criminal,
negligent or knowingly wrongful act, error or omission by the Mortgagor,
originator (or assignee thereof) of such Loan, or the related Servicer, would
result in an exclusion from, denial of, or defense to coverage which otherwise
would be provided by an insurance policy previously issued with respect to such
Loan.

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

                  GLOBAL CERTIFICATE: A Regulation S Temporary Global
Certificate or a Regulation S Permanent Global Certificate.

                  GREENPOINT: Greenpoint Mortgage Funding, Inc., or any
successor thereto.

                  GREENPOINT SERVICING AGREEMENT: Shall mean the Master Mortgage
Loan Purchase and Servicing Agreement, dated as of August 1, 2003, as amended by
Amendment Number One, dated as of September 1, 2003, each between the Seller and
Greenpoint (as modified pursuant to the related Assignment Agreement).

                  GROUP I AVAILABLE DISTRIBUTION AMOUNT: With respect to a
Distribution Date, the sum of the following amounts that are related to the
Group I Loans:

         (1)      the total amount of all cash received by or on behalf of each
                  Servicer with respect to the Group I Loans serviced by it by
                  the Determination Date for such Distribution Date and not
                  previously distributed (including Group I/II Liquidation
                  Proceeds and Insurance Proceeds), except:

                  (a)      all scheduled payments of principal and interest
                           collected on the Group I Loans but due on a date
                           after the related Due Date;

                  (b)      all Curtailments received with respect to the Group I
                           Loans after the related Prepayment Period, together
                           with all interest accrued on such Group I Loans;

                  (c)      all Payoffs received with respect to the Group I
                           Loans after the related Prepayment Period, together
                           with all interest accrued on such Group I Loans;

                  (d)      Group I/II Liquidation Proceeds, Insurance Proceeds
                           and condemnation proceeds received on the Group I
                           Loans after the related Prepayment Period;



                                      -22-
<PAGE>

                  (e)      all amounts reimbursable to the related Servicer
                           pursuant to the terms of the related Servicing
                           Agreement or to the Master Servicer, the Securities
                           Administrator, the Trustee or the Custodian pursuant
                           to the terms of this Agreement;

                  (f)      reinvestment income on the balance of funds, if any,
                           in the Protected Accounts or the related Distribution
                           Account; and

                  (g)      any fees payable to the Servicers, the Master
                           Servicer and the Credit Risk Manager with respect to
                           the Group I Loans;

         (2)      all Advances made by each Servicer and/or the Master Servicer
                  with respect to the Group I Loans for that Distribution Date;

         (3)      any amounts paid as Compensating Interest on the Group I Loans
                  by each Servicer and/or the Master Servicer for that
                  Distribution Date; and

         (4)      the total amount of any cash deposited in the related
                  Distribution Account in connection with the repurchase of any
                  Group I Loan by the Depositor or the Mortgage Loan Seller.

                  GROUP I DISCOUNT FRACTION: With respect to any Distribution
Date and a Group I Discount Loan, the following fraction:


        5.500% minus the Net Mortgage Rate as of the Cut-Off Date on such
                              Group I Discount Loan
                              ---------------------
                                     5.500%

                  GROUP I DISCOUNT FRACTIONAL PRINCIPAL AMOUNT: On each
Distribution Date, the aggregate of the following with respect to each Group I
Discount Loan: an amount equal to the product of (a) the related Group I
Discount Fraction multiplied by (b) the sum of the amounts allocable to such
Group I Discount Loan described in the definition of Group I/II Principal
Distribution Amount, Principal Prepayment Amount and Liquidation Principal for
that Distribution Date.

                  GROUP I DISCOUNT FRACTIONAL PRINCIPAL SHORTFALL: For any
Distribution Date prior to the Credit Support Depletion Date, the aggregate of
the following with respect to each Group I Discount Loan: an amount equal to the
related Group I Discount Fraction of any Group I/II Realized Loss incurred with
respect to such Group I Discount Loan during the related Prepayment Period,
other than an Excess Loss. For any Distribution Date on or after the Credit
Support Depletion Date, zero.



                                      -23-
<PAGE>

                  GROUP I DISCOUNT LOAN: Any Group I Loan with a Net Mortgage
Rate as of the Cut-Off Date of less than 5.500%.

                  GROUP I LOANS: Those Loans having original terms to maturity
not greater than thirty (30) years and identified on the Loan Schedule as Group
I Loans.

                  GROUP I NON-DISCOUNT LOAN: Any Group I Loan having a Net
Mortgage Rate as of the Cut-Off Date greater than or equal to 5.500% per annum.

                  GROUP I SENIOR CERTIFICATES: The Class I-A-1, Class I-A-X,
Class I-A-PO and Class R Certificates.

                  GROUP I/II BANKRUPTCY LOSS: Any Group I/II Debt Service
Reduction or Group I/II Deficient Valuation.

                  GROUP I/II DEBT SERVICE REDUCTION: Any reduction of the amount
of the monthly payment on a Group I Loan or Group II Loan made by a bankruptcy
court in connection with a personal bankruptcy of a Mortgagor.

                  GROUP I/II DEFICIENT VALUATION: In connection with a personal
bankruptcy of a Mortgagor on a Group I Loan or Group II Loan, the positive
difference, if any, resulting from the outstanding principal balance on a Group
I Loan or Group II Loan less a bankruptcy court's valuation of the related
Mortgaged Property.

                  GROUP I/II INSURANCE PROCEEDS: Proceeds of any title policy,
hazard policy or other insurance policy covering a Group I Loan or Group II
Loan, to the extent such proceeds are not to be applied to the restoration of
the related Mortgaged Property or released to the Mortgagor in accordance with
the applicable Servicing Agreement.

                  GROUP I/II INTEREST DISTRIBUTION AMOUNT: On any Distribution
Date, for any Class of Group I Senior, Group II Senior and Group I/II
Subordinate Certificates (other than the Principal Only Certificates), the sum
of (i) interest accrued on the Group I Senior, Group II Senior and Group I/II
Subordinate Certificates which shall be equal to (a) the product of (1) 1/12th
of the Pass-Through Rate for such Class and (2) the Class Principal Balance or
Notional Amount, as applicable, for such Class before giving effect to
allocations of Group I/II Realized Losses in connection with such Distribution
Date or distributions to be made on such Distribution Date, reduced by (b) Net
Interest Shortfalls allocated to such Class pursuant to the definition of "Net
Interest Shortfall" and the interest portion of Group I/II Realized Losses
allocated to such Class pursuant to Section 4.2. The Interest Distribution
Amount for the Principal Only Certificates on any Distribution Date shall equal
zero.

                  GROUP I/II INTEREST ONLY CERTIFICATES: The Class I-A-X and
Class II-A-X Certificates.



                                      -24-
<PAGE>

                  GROUP I/II LIQUIDATED LOAN: A Group I Loan or Group II Loan as
to which a Servicer has determined in accordance with its customary servicing
practices that all amounts which it expects to recover from or on account of
such Group I Loan or Group II Loan, whether from Group I/II Insurance Proceeds,
Group I/II Liquidation Proceeds or otherwise, have been recovered. For purposes
of this definition, acquisition of a Mortgaged Property by the Trust Fund shall
not constitute final liquidation of the related Group I Loan or Group II Loan.

                  GROUP I/II LIQUIDATION PROCEEDS: The amount (other than Group
I/II Insurance Proceeds or amounts received in respect of the rental of any REO
Property prior to REO Disposition) received by the applicable Servicer pursuant
to the related Servicing Agreement in connection with (i) the taking of all or a
part of a Mortgaged Property by exercise of the power of eminent domain or
condemnation, (ii) the liquidation of a defaulted Group I Loan or Group II Loan
through a trustee's sale, foreclosure sale or otherwise, or (iii) the
repurchase, substitution or sale of a Group I Loan or Group II Loan or an REO
Property pursuant to or as contemplated by Section 2.3 or Section 9.1, in each
case net of any portion thereof that represents a recovery of principal or
interest for which an Advance was made by a Servicer or the Master Servicer.

                  GROUP I/II NON-OFFERED SUBORDINATE CERTIFICATES: The Class
B-3, Class B-4, and Class B-5 Certificates.

                  GROUP I/II PREPAYMENT INTEREST SHORTFALL: For any Distribution
Date and any Group I Loan or Group II Loan on which a Payoff was made by a
Mortgagor during the related Prepayment Period, an amount equal to one month's
interest at the applicable Net Mortgage Rate on such Group I Loan or Group II
Loan less the amount of interest actually paid by the Mortgagor with respect to
such Payoff.

                  GROUP I/II PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, and a Loan Group, the sum of:

                  (1)      scheduled principal payments on the Group I Loans or
                           Group II Loans, as applicable, due during the related
                           Due Period;

                  (2)      the principal portion of repurchase proceeds received
                           with respect to the Group I Loans or Group II Loans,
                           as applicable, which were repurchased as permitted or
                           required by this Agreement during the related
                           Prepayment Period; and

                  (3)      any other unscheduled payments of principal which
                           were received on the Group I Loans or Group II Loans,
                           as applicable, during the related Prepayment Period,
                           other than Principal Prepayments in full, prepayments
                           in part or Liquidation Principal. Group I/II Senior
                           Principal Distribution Amount: The Principal
                           Distribution Amount with respect to the Group I and
                           Group II Senior Certificates.



                                      -25-
<PAGE>

                  GROUP I/II REALIZED LOSS: With respect to the Group I Loans
and Group II Loans, for any Distribution Date and any Group I Loan or Group II
Loan which became a Group I/II Liquidated Loan during the related Prepayment
Period, the sum of (i) the Principal Balance of such Group I Loan or Group II
Loan remaining outstanding (after all recoveries of principal, including net
Group I/II Liquidation Proceeds, have been applied thereto) and the principal
portion of Nonrecoverable Advances with respect to such Group I Loan or Group II
Loan which have been reimbursed from amounts received in respect of the Group I
Loans and Group II Loans other than the related Group I Loan or Group II Loan,
and (ii) the accrued interest on such Group I Loan or Group II Loan remaining
unpaid and the interest portion of Nonrecoverable Advances with respect to such
Group I Loan or Group II Loan which have been reimbursed from amounts received
in respect of the Group I Loans and Group II Loans other than the related Group
I Loan or Group II Loan. The amounts described in clause (i) shall be the
principal portion of Group I/II Realized Losses and the amounts described in
clause (ii) shall be the interest portion of Group I/II Realized Losses. For any
Distribution Date and any Group I Loan or Group II Loan which is not a Group
I/II Liquidated Loan, the amount of any Group I/II Bankruptcy Loss incurred with
respect to such Group I Loan or Group II Loan as of the related Due Date shall
be treated as a Group I/II Realized Loss allocable to principal.

                  GROUP I/II RELIEF ACT INTEREST SHORTFALL: With respect to any
Distribution Date and a Group I Loan or Group II Loan, any reduction in the
amount of interest collectible on such Group I Loan or Group II Loan for the
most recently ended calendar month immediately preceding such Distribution Date
as a result of the application of the Relief Act.

                  GROUP I/II SENIOR PRINCIPAL DISTRIBUTION AMOUNT: With respect
to any Distribution Date and a Loan Group, the sum of the following for that
Distribution Date:

                  (1)      the related Senior Percentage of the related Group
                           I/II Principal Distribution Amount (exclusive of the
                           portion thereof attributable to the applicable
                           Discount Fractional Principal Amount);

                  (2)      the related Senior Prepayment Percentage of the
                           related Principal Prepayment Amount (exclusive of the
                           portion thereof attributable to the applicable
                           Discount Fractional Principal Amount); and

                  (3)      the related Senior Liquidation Amount.

                  GROUP I/II SUBORDINATE CERTIFICATES: The Class M, Class B-1,
Class B-2, Class B-3, Class B-4 and Class B-5 Certificates.

                  GROUP I/II TERMINATION PRICE: As defined in Section 9.1.

                  GROUP I/II TERMINATOR: As defined in Section 9.1.



                                      -26-
<PAGE>

                  GROUP II AVAILABLE DISTRIBUTION AMOUNT: With respect to a
Distribution Date, the sum of the following amounts that are related to the
Group II Loans:

         (1)      the total amount of all cash received by or on behalf of each
                  Servicer with respect to the Group II Loans serviced by it by
                  the Determination Date for such Distribution Date and not
                  previously distributed (including Group I/II Liquidation
                  Proceeds and Insurance Proceeds), except:

                  (a)      all scheduled payments of principal and interest
                           collected on the Group II Loans but due on a date
                           after the related Due Date;

                  (b)      all Curtailments received with respect to the Group
                           II Loans after the related Prepayment Period,
                           together with all interest accrued on such Group II
                           Loans;

                  (c)      all Payoffs received with respect to the Group II
                           Loans after the related Prepayment Period, together
                           with all interest accrued on such Group II Loans;

                  (d)      Group I/II Liquidation Proceeds, Group I/II Insurance
                           Proceeds and condemnation proceeds received on the
                           Group II Loans after the related Prepayment Period;

                  (e)      all amounts reimbursable to the related Servicer
                           pursuant to the terms of the related Servicing
                           Agreement or to the Master Servicer, the Securities
                           Administrator, the Trustee or the Custodian pursuant
                           to the terms of this Agreement;

                  (f)      reinvestment income on the balance of funds, if any,
                           in the Protected Accounts or the related Distribution
                           Account; and

                  (g)      any fees payable to the Servicers, the Master
                           Servicer and the Credit Risk Manager with respect to
                           the Group II Loans;

         (2)      All Advances made by each Servicer and/or the Master Servicer
                  with respect to the Group II Loans for that Distribution Date;

         (3)      Any amounts paid as Compensating Interest on the Group II
                  Loans by each Servicer and/or the Master Servicer for that
                  Distribution Date; and

         (4)      The total amount of any cash deposited in the related
                  Distribution Account in connection with the repurchase of any
                  Group II Loan by the Depositor or the Mortgage Loan Seller.



                                      -27-
<PAGE>

                  GROUP II DISCOUNT FRACTION: With respect to any Distribution
Date and a Group II Discount Loan, the following fraction:

                       4.750% MINUS THE NET MORTGAGE RATE
             AS OF THE CUT-OFF DATE ON SUCH GROUP II DISCOUNT LOAN
             -----------------------------------------------------
                                    4.750%.

                  GROUP II DISCOUNT FRACTIONAL PRINCIPAL AMOUNT: On each
Distribution Date, the aggregate of the following with respect to each Group II
Discount Loan: an amount equal to the product of (a) the Group II Discount
Fraction multiplied by (b) the sum of the amounts allocable to such Loan
described in the definition of Group I/II Principal Distribution Amount,
Principal Prepayment Amount and Liquidation Principal for that Distribution
Date.

                  GROUP II DISCOUNT FRACTIONAL PRINCIPAL SHORTFALL: For any
Distribution Date prior to the Credit Support Depletion Date the aggregate of
the following with respect to each Group II Discount Loan: an amount equal to
the Group II Discount Fraction of any Group I/II Realized Loss incurred with
respect to each Group II Discount Loan during the related Prepayment Period,
other than an Excess Loss. For any Distribution Date on or after the Credit
Support Depletion Date, zero.

                  GROUP II DISCOUNT LOAN: Any Group II Loan with a Net Mortgage
Rate as of the Cut-Off Date of less than 4.750% per annum.

                  GROUP II LOANS: Those Loans having original terms to maturity
of not greater than fifteen (15) years and identified on the Loan Schedule as
Group II Loans.

                  GROUP II NON-DISCOUNT LOAN: Any Group II Loan with a Net
Mortgage Rate as of the Cut-Off Date greater than or equal to 4.750% per annum.

                  GROUP II SENIOR CERTIFICATES: The Class II-A-1, Class II-A-2,
Class II-A-3, Class II-A-X and Class II-A-PO Certificates.

                  GROUP III AVAILABLE DISTRIBUTION AMOUNT: With respect to a
Distribution Date, the sum of the following amounts that are related to the
Group III Loans:

         (1)      the total amount of all cash received by or on behalf of each
                  Servicer with respect to the Group III Loans serviced by it by
                  the Determination Date for such Distribution Date and not
                  previously distributed (including Group III Liquidation
                  Proceeds, condemnation proceeds and Group III Insurance
                  Proceeds), except:

                  (a)      all scheduled payments of principal and interest
                           collected on the Group III Loans but due on a date
                           after the related Due Date;

                  (b)      all Curtailments received with respect to the Group
                           III Loans after the related Prepayment Period,
                           together with all interest accrued on the Group III
                           Loans;



                                      -28-
<PAGE>

                  (c)      all Prepayment Charges received in connection with
                           the Group III Loans;

                  (d)      all Payoffs received with respect to the Group III
                           Loans after the related Prepayment Period, together
                           with all interest accrued on the Group III Loans;

                  (e)      Group III Liquidation Proceeds, condemnation proceeds
                           and Group III Insurance Proceeds received on the
                           Group III Loans after the previous calendar month;

                  (f)      all amounts reimbursable to a Servicer pursuant to
                           the terms of the related Servicing Agreement or to
                           the Master Servicer, the Securities Administrator,
                           the Trustee or the Custodian pursuant to the terms of
                           this Agreement;

                  (g)      reinvestment income on the balance of funds, if any,
                           in the Protected Accounts or the related Distribution
                           Account; and

                  (h)      any fees payable to the Servicers, the Master
                           Servicer and the Credit Risk Manager with respect to
                           the Group III Loans;

            (2)   all Advances made by each Servicer and/or the Master Servicer
                  with respect to the Group III Loans for that Distribution
                  Date;

            (3)   any amounts paid as Compensating Interest on the Group III
                  Loans by each Servicer and/or the Master Servicer for that
                  Distribution Date; and

            (4)   the total amount of any cash deposited in the related
                  Distribution Account in connection with the repurchase of any
                  Group III Loans by the Depositor or the Mortgage Loan Seller.

                  GROUP III BANKRUPTCY LOSS: Any Group III Debt Service
Reduction or Group III Deficient Valuation with respect to such Loan.

                  GROUP III CERTIFICATES: The Class III-A-1, Class III-A-2,
Class III-A-3, Class III-A-4, Class III-A-5, Class III-A-6, Class III-A-IO,
Class III-M-1, Class III-M-2, Class III-M-3, Class III-CE, Class III-P and Class
III-R Certificates.

                  GROUP III DEBT SERVICE REDUCTION: Any reduction of the amount
of the monthly payment on a Group III Loan made by a bankruptcy court in
connection with a personal bankruptcy of a Mortgagor.

                  GROUP III DEFICIENT VALUATION: In connection with a personal
bankruptcy of a Mortgagor on a Group III Loan, the positive difference, if any,
resulting from the outstanding



                                      -29-
<PAGE>

principal balance on a Group III Loan less a bankruptcy court's valuation of the
related Mortgaged Property.

                  GROUP III INSURANCE PROCEEDS: Proceeds of any title policy,
hazard policy or other insurance policy covering a Group III Loan, to the extent
such proceeds are not to be applied to the restoration of the related Mortgaged
Proprty or released to the Mortgagor in accordance with the applicable Servicing
Agreement.

                  GROUP III INTEREST DISTRIBUTION AMOUNT: With respect to any
Class of Group III Senior Certificates, Group III Mezzanine Certificates and
Class III-CE Certificates on any Distribution Date, interest accrued during the
related Interest Accrual Period on the related Certificate Principal Balance or,
with respect to the Class III-A-IO Certificates, the Class III-A-IO Notional
Amount, of that Class immediately prior to the Distribution Date at the
Pass-Through Rate for that Class reduced (to an amount not less than zero), in
the case of such Class, by the allocable share, if any, for that Class of Group
III Prepayment Interest Shortfalls to the extent not covered by Compensating
Interest paid by the Master Servicer or the Servicers and Group III Relief Act
Interest Shortfalls.

                  GROUP III INTEREST REMITTANCE AMOUNT: For any Distribution
Date, that portion of the Group III Available Distribution Amount for such
Distribution Date that represents interest received or advanced on the Group III
Loans.

                  GROUP III LIQUIDATED LOAN: A Group III Loan as to which a
Servicer has determined in accordance with its customary servicing practices
that all amounts which it expects to recover from or on account of such Group
III Loan, whether from Group III Insurance Proceeds, Group III Liquidation
Proceeds or otherwise, have been recovered. For purposes of this definition,
acquisition of a Mortgaged Property by the Trust Fund shall not constitute final
liquidation of the related Group III Loan.

                  GROUP III LIQUIDATION PROCEEDS: The amount (other than Group
III Insurance Proceeds or amounts received in respect of the rental of any REO
Property prior to REO Disposition) received by the applicable Servicer pursuant
to the related Servicing Agreement in connection with (i) the taking of all or a
part of a Mortgaged Property by exercise of the power of eminent domain or
condemnation, (ii) the liquidation of a defaulted Group III Loan through a
trustee's sale, foreclosure sale or otherwise, or (iii) the repurchase,
substitution or sale of a Group III Loan or an REO Property pursuant to or as
contemplated by Section 2.3 or Section 9.3, in each case net of any portion
thereof that represents a recovery of principal or interest for which an Advance
was made by a Servicer or the Master Servicer.

                  GROUP III LOANS: Those Loans having original terms, to
maturity of not greater than thirty (30) years and identified on the Loan
Schedule as Group III Loans.

                  GROUP III MEZZANINE CERTIFICATES: The Class III-M-1, Class
III-M-2 and Class III-M-3 Certificates.



                                      -30-
<PAGE>

                  GROUP III NON-OFFERED SUBORDINATE CERTIFICATES: The Class
III-CE Certificates.

                  GROUP III PREPAYMENT INTEREST SHORTFALL: For any Distribution
Date and any Group III Loan on which a Payoff was made by a Mortgagor during the
related Prepayment Period, an amount equal to one month's interest at the
applicable Net Mortgage Rate on such Group III Loan less the amount of interest
actually paid by the Mortgagor with respect to such Payoff.

                  GROUP III PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution
Date will be the sum of (i) the principal portion of all scheduled monthly
payments on the Group III Loans due during the related Due Period, whether or
not received on or prior to the related Determination Date; (ii) the principal
portion of all proceeds received in respect of the repurchase of a Group III
Loan (or, in the case of a substitution, certain amounts representing a
principal adjustment as required by this Agreement) during the related
Prepayment Period; (iii) the principal portion of all other unscheduled
collections, including Group III Insurance Proceeds, Group III Liquidation
Proceeds and all Principal Prepayments, received during the related Prepayment
Period, to the extent applied as recoveries of principal on the Group III Loans
minus (iv) the amount of any Overcollateralization Reduction Amount for such
Distribution Date and any amounts payable or reimbursable therefrom to the
Servicers, the Trustee, the Custodian, the Master Servicer or the Securities
Administrator prior to distributions being made on the Group III Senior
Certificates and Group III Mezzanine Certificates. In no event will the Group
III Principal Distribution Amount with respect to any Distribution Date be (x)
less than zero or (y) greater than the then outstanding Aggregate Certificate
Principal Balance of the Group III Senior Certificates and Group III Mezzanine
Certificates.

                  GROUP III REALIZED LOSS: With respect to any Distribution Date
and any Group III Liquidated Loan that became a liquidated loan during the
related Prepayment Period will be the sum of (i) the principal balance of such
Group III Loan remaining outstanding (after all recoveries of principal have
been applied thereto) and the principal portion of Advances made by the related
Servicer with respect to such Group III Loan which have been reimbursed from
Group III Liquidation Proceeds, and (ii) the accrued interest on such Group III
Loan remaining unpaid and the interest portion of Advances made by the related
Servicer with respect to such Group III Loan which have been reimbursed from
Group III Liquidation Proceeds. The amounts set forth in clause (i) are the
principal portion of Group III Realized Losses and the amounts set forth in
clause (ii) are the interest portion of Group III Realized Losses. With respect
to any Group III Loan that is not a Group III Liquidated Loan, the amount of the
Group III Bankruptcy Loss incurred with respect to such Group III Loan as of the
related Due Date will be treated as a Group III Realized Loss.

                  GROUP III RELIEF ACT INTEREST SHORTFALL: For any Distribution
Date and a Group III Loan will be the reduction in the amount of interest
collectible on such Group III Loan for the most recently ended calendar month
immediately preceding the related Distribution Date as a result of the
application of the Relief Act.



                                      -31-
<PAGE>

                  GROUP III SENIOR CERTIFICATES: The Class III-A-1, Class
III-A-2, Class III-A-3, Class III-A-4, Class III-A-5, Class III-A-6 and Class
III-A-IO Certificates.

                  GROUP III SENIOR INTEREST DISTRIBUTION AMOUNT: For any
Distribution Date will be equal to the Group III Interest Distribution Amount
for such Distribution Date for the Group III Senior Certificates and the
Interest Carry Forward Amount, if any, for such Distribution Date for the Group
III Senior Certificates.

                  GROUP III SENIOR PRINCIPAL DISTRIBUTION AMOUNT: With respect
to any Distribution Date (i) prior to the Stepdown Date or on or after the
Stepdown Date if a Trigger Event is in effect, the Group III Principal
Distribution Amount or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that Distribution Date, the lesser of:

                  o        the Group III Principal Distribution Amount for that
                           Distribution Date; and

                  o        the excess of (A) the Aggregate Certificate Principal
                           Balance of the Group III Senior Certificates
                           immediately prior to that Distribution Date over (B)
                           the positive difference between (i) the aggregate
                           outstanding Principal Balance of the Group III Loans
                           as of the last day of the related Due Period (after
                           reduction for Group III Realized Losses incurred
                           during the related Prepayment Period) and (ii) the
                           product of (x) the aggregate outstanding Principal
                           Balance of the Group III Loans as of the last day of
                           the related Due Period (after reduction for Group III
                           Realized Losses incurred during the related
                           Prepayment Period) and (y) the sum of 9.30% and the
                           Required Overcollateralization Percentage.

                  GROUP III SUBORDINATE CERTIFICATES: The Class III-M-1, Class
III-M-2, Class III-M-3 and Class III-CE Certificates.

                  GROUP III TERMINATION PRICE: As defined in Section 9.3.

                  GROUP III TERMINATOR: As defined in Section 9.3.

                  INDEPENDENT: When used with respect to any specified Person,
any such Person who (i) is in fact independent of the Depositor, each Servicer
and the Master Servicer, (ii) does not have any direct financial interest or any
material indirect financial interest in the Depositor, either Servicer or the
Master Servicer or any Affiliate of either and (iii) is not connected with the
Depositor, either Servicer or the Master Servicer as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.

                  INDIRECT DEPOSITORY PARTICIPANTS: Entities such as banks,
brokers, dealers or trust companies that clear through or maintain a custodial
relationship with a Depository Participant, either directly or indirectly.



                                      -32-
<PAGE>

                  INSURANCE PROCEEDS: Group I/II Insurance Proceeds and Group
III Insurance Proceeds.

                  INTEREST ACCRUAL PERIOD: With respect to each Distribution
Date and each Certificate, other than any Class III-A-1 Certificate, the
calendar month preceding the month in which the Distribution Date occurs. The
Interest Accrual Period for the Class III-A-1 Certificates is (a) as to the
Distribution Date in February 2004, the period commencing on the Closing Date
and ending on the day preceding the Distribution Date in February 2004, and (b)
as to any Distribution Date after the Distribution Date in February 2004, the
period commencing on the Distribution Date in the month immediately preceding
the month in which that Distribution Date occurs and ending on the day preceding
that Distribution Date.

                  INTEREST CARRY FORWARD AMOUNT: With respect to any Class of
Group III Senior Certificates and Group III Mezzanine Certificates and any
Distribution Date will be equal to the amount, if any, by which the Group III
Interest Distribution Amount for that Class of certificates for the immediately
preceding Distribution Date exceeded the actual amount distributed on such Class
in respect of interest on the immediately preceding Distribution Date, together
with any Interest Carry Forward Amount with respect to such Class remaining
unpaid from the previous Distribution Date, plus interest accrued thereon at the
related Pass-Through Rate for the most recently ended Interest Accrual Period.

                  INVESTMENT WITHDRAWAL DISTRIBUTION DATE: As defined in Section
3.23(c).

                  JUNIOR SUBORDINATE CERTIFICATES: The Class B-3, Class B-4 and
Class B-5 Certificates, collectively.

                  LIBOR: For the initial Interest Accrual Period, 1.12% with
respect to the Class III-A-1 Certificates, and for any Interest Accrual Period
thereafter, the one month rate which appears on the Dow Jones Telerate System,
page 3750, as of 11:00 a.m., London time on the LIBOR Determination Date. If
such rate is not provided, LIBOR shall mean the rate determined by the
Securities Administrator (or a calculation agent on its behalf) in accordance
with the following procedure:

                  (i) The Securities Administrator on the LIBOR Determination
Date will request the principal London offices of each of four major Reference
Banks in the London interbank market, as selected by the Securities
Administrator, to provide the Securities Administrator with its offered
quotation for deposits in United States dollars for the upcoming one-month
period, commencing on the second LIBOR Business Day immediately following such
LIBOR Determination Date, to prime banks in the London interbank market at
approximately 11:00 a.m. London time on such LIBOR Determination Date and in a
principal amount that is representative for a single transaction in United
States dollars in such market at such time. If at least two such quotations are
provided, LIBOR determined on such LIBOR Determination Date will be the
arithmetic mean of such quotations.



                                      -33-
<PAGE>

                  (ii) If fewer than two quotations are provided, LIBOR
determined on such LIBOR Determination Date will be the arithmetic mean of the
rates quoted at approximately 11:00 a.m. in New York City on such LIBOR
Determination Date by three major banks in New York City selected by the
Securities Administrator for one-month United States dollar loans to lending
European banks, in a principal amount that is representative for a single
transaction in United States dollars in such market at such time; provided,
however, that if the banks so selected by the Securities Administrator are not
quoting as mentioned in this sentence, LIBOR determined on such LIBOR
Determination Date will continue to be LIBOR as then currently in effect on such
LIBOR Determination Date.

                  LIBOR BUSINESS DAY: Any day on which dealings in United States
dollars are transacted in the London interbank market.

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

                  LIQUIDATED LOAN: A Loan as to which a Servicer has determined
in accordance with its customary servicing practices that all amounts which it
expects to recover from or on account of such Loan, whether from Insurance
Proceeds, Liquidation Proceeds or otherwise, have been recovered. For purposes
of this definition, acquisition of a Mortgaged Property by the Trust Fund shall
not constitute final liquidation of the related Loan.

                  LIQUIDATION PRINCIPAL: With respect to any Distribution Date
and any Loan Group, the principal portion of net Liquidation Proceeds received
with respect to each such Loan which became a Liquidated Loan (but not in excess
of the Principal Balance thereof) during the related Prepayment Period.

                  LIQUIDATION PROCEEDS: Group I/II Liquidation Proceeds and/or
Group III Liquidation Proceeds, as applicable.

                  LOAN DOCUMENTS: The documents evidencing or relating to each
Loan delivered to the Custodian under the Custodial Agreement on behalf of the
Trustee.

                  LOAN GROUP: The Group I Loans, Group II Loans and/or Group III
Loans, as applicable.

                  LOAN SCHEDULE: The schedule, as amended from time to time, of
Loans, attached hereto as Schedule One, which shall set forth as to each Loan
the following, among other things:

                  (i)      the loan number of the Loan and name of the related
                           Mortgagor;

                  (ii)     the street address of the Mortgaged Property
                           including city, state and zip code;

                  (iii)    the Mortgage Interest Rate as of the Cut-Off Date;



                                      -34-
<PAGE>

                  (iv)     the original term and maturity date of the related
                           Mortgage Note;

                  (v)      the original Principal Balance;

                  (vi)     the first payment date;

                  (vii)    the Monthly Payment in effect as of the Cut-Off Date;

                  (viii)   the date of the last paid installment of interest;

                  (ix)     the unpaid Principal Balance as of the close of
                           business on the Cut-Off Date;

                  (x)      the Loan-to-Value ratio at origination;

                  (xi)     the type of property and the Original Value of the
                           Mortgaged Property;

                  (xii)    whether a primary mortgage insurance policy is in
                           effect as of the Cut-Off Date;

                  (xiii)   the nature of occupancy at origination; and

                  (xiv)    the related Loan Group.

                  LOANS: The Mortgages and the related Mortgage Notes, each
transferred and assigned to the Trustee pursuant to the provisions hereof as
from time to time are held as part of the Trust Fund, as so identified in the
Loan Schedule. Each of the Loans is referred to individually in this Agreement
as a "Loan".

                  LOAN-TO-VALUE RATIO: The original principal amount of a Loan
divided by the Original Value; however, references to "current Loan-to-Value
Ratio" shall mean the then current Principal Balance of a Loan divided by the
Original Value.

                  LOCKOUT  CERTIFICATES: The Class III-A-6 Certificates.

                  MARKER RATE: With respect to the Class III-CE Certificates and
any Distribution Date, a per annum rate equal to two (2) times the weighted
average of the REMIC IV Remittance Rate for each of REMIC IV Regular Interest
MT-III-A1, REMIC IV Regular Interest MT-III-A2, REMIC IV Regular Interest
MT-III-A3, REMIC IV Regular Interest MT-III-A4, REMIC IV Regular Interest
MT-III-A5, REMIC IV Regular Interest MT-III-A6, REMIC IV Regular Interest
MT-III-M1, Regular Interest MT-III-M2, Regular Interest MT-III-M3 and Regular
Interest MT-III-ZZ, with the rate on each such REMIC IV Regular Interest (other
than REMIC IV Regular Interest MT-III-ZZ) subject to a cap equal to Pass-Through
Rate for the Corresponding Certificate, and with the rate on REMIC IV Regular
Interest MT-III-ZZ subject to a cap of zero for the purpose of this calculation;
provided however, each such cap for REMIC IV Regular



                                      -35-
<PAGE>

Interest MT-III-A1 shall be multiplied by a fraction the numerator of which is
the actual number of days in the related Interest Accrual Period and the
denominator of which is 30.

                  MASTER SERVICER: As of the Closing Date, Wells Fargo Bank
Minnesota, National Association and thereafter, its respective successors in
interest who meet the qualifications of this Agreement. The Master Servicer and
the Securities Administrator shall at all times be the same Person.

                  MASTER SERVICER EVENT OF DEFAULT: One or more of the events
described in Section 7.1 hereof.

                  MASTER SERVICING FEE RATE:  0.005% per annum.

                  MASTER SERVICING FEE: As to each Loan and any Distribution
Date, an amount equal to one twelfth of the product of the Master Servicing Fee
Rate multiplied by the Scheduled Principal Balance of such Loan as of the Due
Date in the month preceding the month of such Distribution Date.

                  MONTHLY PAYMENT: The scheduled payment of principal and
interest on a Loan which is due on any Due Date for such Loan after giving
effect to any reduction in the amount of interest collectible from any Mortgagor
pursuant to the Relief Act.

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

                  MORTGAGE: The mortgage, deed of trust or other instrument
creating a first lien on, or first priority security interest in, a Mortgaged
Property securing a Mortgage Note.

                  MORTGAGE FILE: The Loan Documents pertaining to a particular
Loan.

                  MORTGAGE INTEREST RATE: For any Loan, the per annum rate at
which interest accrues on such Loan pursuant to the terms of the related
Mortgage Note without regard to any reduction thereof as a result of the Relief
Act.

                  MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase
Agreement dated as of January 30, 2004, between the Depositor and the Seller.

                  MORTGAGE NOTE: The note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Loan.

                  MORTGAGE POOL: All of the Loans.

                  MORTGAGED PROPERTY: With respect to any Loan, the real
property, together with improvements thereto, securing the indebtedness of the
Mortgagor under the related Loan.

                  MORTGAGOR: The obligor on a Mortgage Note.



                                      -36-
<PAGE>

                  NATIONAL CITY: National City Mortgage Co., or any successor
thereto.

                  NATIONAL CITY SERVICING AGREEMENT: The Master Seller's
Warranties and Servicing Agreement, dated as of October 1, 2002, as amended by
Amendment Number One, dated as of October 1, 2002, each between the Seller and
National City (as modified pursuant to the related Assignment Agreement).

                  NET INTEREST SHORTFALL: For any Distribution Date, the sum of
(i) any Group I/II Prepayment Interest Shortfall for such Distribution Date,
(ii) any Group I/II Relief Act Interest Shortfall for such Distribution Date and
(iii) the portion of Group I/II Realized Losses attributable to interest
allocated to the Group I Senior Certificates, the Group II Senior Certificates
and the Group I/II Subordinate Certificates.

                  NET MONTHLY EXCESS CASHFLOW: For any Distribution Date, an
amount equal to the sum of (i) any Overcollateralization Reduction Amount and
(ii) the excess of (x) the Group III Available Distribution Amount for the
Distribution Date over (y) the sum of the aggregate of the Group III Senior
Interest Distribution Amounts payable to the Holders of the Group III Senior
Certificates, the Aggregate of the Group III Interest Distribution Amounts
payable to the Holders of the Group III Mezzanine Certificates and the Principal
Remittance Amount.

                  NET MORTGAGE RATE: For each Loan and for any date of
determination, a per annum rate equal to the Mortgage Interest Rate for such
Loan less the Servicing Fee Rate, the Master Servicing Fee Rate and the Credit
Risk Management Fee Rate.

                  NET WAC PASS-THROUGH RATE: For the February 2004 Distribution
Date through the January 2005 Distribution Date, a per annum rate equal to (1)
the weighted average of the Net Mortgage Rates of the Group III Loans as of the
first day of the month preceding the month in which such Distribution Date
occurs minus (2) the Pass-Through Rate for the Class III-A-IO Certificates for
such Distribution Date multiplied by a fraction, the numerator of which is the
Notional Amount of the Class III-A-IO Certificates immediately prior to such
Distribution Date, and the denominator of which is the aggregate Scheduled
Principal Balance of the Group III Loans before giving effect to distributions
on such Distribution Date. With respect to any subsequent Distribution Date, the
weighted average of the Net Mortgage Rates of the Group III Loans as of the
first day of the month preceding the month in which such Distribution Date
occurs. For federal income tax purposes, the equivalent of the foregoing shall
be expressed as the Uncertificated REMIC IV Pass-Through Rate.

                  For federal income tax purposes, the Class III-A-IO
Certificates will not have a Net WAC Pass-Through Rate, but will be entitled to
100% of amounts distributed on REMIC IV Regular Interest MT-III-IO-A and REMIC
IV Regular Interest MT-III-IO-B.

                  NET WAC RATE CARRYOVER AMOUNT: With respect to any Class of
Group III Senior Certificates (other than the Class III-A-IO Certificates) and
the Group III Mezzanine Certificates and any Distribution Date on which the
Pass-Through Rate is limited to the applicable Net WAC



                                      -37-
<PAGE>

Pass-Through Rate, an amount equal to the sum of (i) the excess of (x) the
amount of interest such Class would have been entitled to receive on such
Distribution Date if the Net WAC Pass-Through Rate would not have been
applicable to such Certificates on such Distribution Date over (y) the amount of
interest accrued on such Distribution Date at the applicable Net WAC
Pass-Through Rate plus (ii) the related Net WAC Rate Carryover Amount for the
previous Distribution Date not previously distributed together with interest
thereon at a rate equal to the related Pass-Through Rate for such Class of
Certificates for the most recently ended Interest Accrual Period.

                  NONRECOVERABLE ADVANCE: With respect to any Loan, any Advance
or Servicing Advance which the related Servicer shall have determined to be a
Nonrecoverable Advance as defined in and pursuant to the related Servicing
Agreement, or which the Master Servicer shall have determined to be
nonrecoverable pursuant to Section 4.9, respectively, and which was, or is
proposed to be, made by such Servicer or the Master Servicer.

                  NON-U.S. PERSON: A Person that is not a U.S. Person.

                  NOTIONAL AMOUNT: With respect to the Class I-A-X Certificates,
the Class I-A-X Notional Amount. With respect to the Class II-A-X Certificates,
the Class II-A-X Notional Amount.

                  With respect to the Class III-A-IO Certificates will be as
follows: the lesser of (a) from and including the 1st Distribution Date through
and including the 6th Distribution Date $38,691,700; from and including the 7th
Distribution Date through and including the 18th Distribution Date $30,953,400;
from and including the 19th Distribution Date through and including the 20th
Distribution Date $23,215,000; from and including the 21st Distribution Date
through and including the 23rd Distribution Date $15,476,700; on the 24th
Distribution Date $10,833,700; thereafter $0 and (b) the then aggregate
Principal Balances of the Group III Loans (prior to giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period).

                  For federal income tax purposes and the Class III-A-IO
Certificates (i) from the Closing Date through the Distribution Date in July
2004, an amount equal to the aggregate Uncertificated Principal Balance of REMIC
III Regular Interest LT-III-IO-1 through LT-III-IO-5, (ii) from the Distribution
Date in August 2004 through the Distribution Date in July 2005 an amount equal
to the aggregate Uncertificated Principal Balance of REMIC III Regular Interest
LT-III-IO-2 through LT-III-IO-5, (iii) from the Distribution Date in August 2005
through the Distribution Date in September 2005 an amount equal to the aggregate
Uncertificated Principal Balance of REMIC III Regular Interest LT-III-IO-3
through LT-III-IO-5, (iv) from the Distribution Date in October 2005 through the
Distribution Date in December 2005 an amount equal to the aggregate
Uncertificated Principal Balance of REMIC III Regular Interest LT-III-IO-4 and
LT-III-IO-5, (v) for the Distribution Date in January 2006, an amount equal to
the



                                      -38-
<PAGE>

Uncertificated Principal Balance of REMIC III Regular Interest LT-III-IO-5 and
(vi) thereafter, zero.

                  For federal income tax purposes and the Class III-CE
Certificates, an amount equal to the aggregate Uncertificated Principal Balance
of the REMIC IV Regular Interests (other than REMIC IV Regular Interest
MT-III-IO-A, REMIC IV Regular Interest MT-III-IO-B and REMIC IV Regular Interest
MT-III-P).

                  OFFICER'S CERTIFICATE: With respect to any Person, a
certificate signed by the Chairman of the Board, the President or a
Vice-President, however denominated, of such Person (or, in the case of a Person
which is not a corporation, signed by the person or persons having like
responsibilities), and delivered to the Trustee.

                  OPINION OF COUNSEL: A written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor, a Servicer, the
Securities Administrator or the Master Servicer, acceptable to the Trustee,
except that any opinion of counsel relating to (a) the qualification of any
REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion
of Independent counsel.

                  ORIGINAL VALUE: With respect to any Loan other than a Loan
originated for the purpose of refinancing an existing mortgage debt, the lesser
of (a) the Appraised Value (if any) of the Mortgaged Property at the time the
Loan was originated or (b) the purchase price paid for the Mortgaged Property by
the Mortgagor. With respect to a Loan originated for the purpose of refinancing
existing mortgage debt, the Original Value shall be equal to the lesser of (a)
the Appraised Value of the Mortgaged Property at the time the Loan was
originated or (b) the appraised value at the time the refinanced mortgage debt
was incurred.

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

                  OWNERSHIP INTEREST: With respect to any Residual Certificate,
any ownership or security interest in such Residual Certificate, including any
interest in a Residual Certificate as the Holder thereof and any other interest
therein whether direct or indirect, legal or beneficial, as owner or as pledge.

                  OVERCOLLATERALIZATION AMOUNT: Initially, $1,087,986. With
respect to any Distribution Date following the Closing Date, an amount by which
the aggregate outstanding principal balance of the Group III Loans immediately
following the Distribution Date exceeds the sum of the Certificate Principal
Balances of the Group III Senior Certificates, the Group III Mezzanine
Certificates and the Class III-P Certificates after taking into account all
payments of principal on such Distribution Date.

                  OVERCOLLATERALIZATION INCREASE AMOUNT: With respect to any
Distribution Date, will be the amount, if any, by which the Required
Overcollateralization Amount exceeds the



                                      -39-
<PAGE>

Overcollateralization Amount (calculated for this purpose only after assuming
that 100% of the Principal Remittance Amount on such Distribution Date has been
distributed).

                  OVERCOLLATERALIZATION REDUCTION AMOUNT: With respect to any
Distribution Date, is the lesser of (i) the Principal Remittance Amount and (ii)
the excess, if any, of (a) the Overcollateralization Amount for such
Distribution Date (calculated for this purpose only after assuming that 100% of
the Principal Remittance Amount on such Distribution Date has been distributed,
over (b) the Required Overcollateralization Amount; provided however that on any
Distribution Date on which a Trigger Event is in effect, the
Overcollateralization Reduction Amount shall equal zero.

                  PASS-THROUGH ENTITY: Any regulated investment company, real
estate investment trust, common trust fund, partnership, trust or estate, and
any organization to which Section 1381 of the Code applies.

                  PASS-THROUGH RATE: For each Class of Group I Senior
Certificates and Group II Senior Certificates other than the related Principal
Only Certificates, the per annum rate set forth as the Pass-Through Rate for
such Class in the Preliminary Statement hereto. On each Distribution Date, the
Pass-Through Rate on each Class of Group I/II Subordinate Certificates will be
equal to the Subordinate Interest Rate for such Distribution Date. With respect
to the Group III Senior Certificates (other than the Class III-A-IO
Certificates) and Group III Mezzanine Certificates and any Distribution Date,
the lesser of (i) the fixed rate listed in the Preliminary Statement hereto and
(ii) the Net WAC Pass-Through Rate; provided, that with respect to the Class
III-A-5, Class III-A-6 and Group III Mezzanine Certificates, the fixed rate
listed in the Preliminary Statement hereto shall be increased by 0.50% per annum
on the Distribution Date following the first possible optional termination date,
and (ii) the Net WAC Pass-Through Rate. With respect to the Class III-A-IO
Certificates (i) for the first twelve Distribution Dates, 4.50% per annum, (ii)
for the next twelve Distribution Dates, 3.50% per annum and (iii) for any
Distribution Date thereafter, 0.00%. For federal income tax purposes, however,
the Class III-A-IO Certificates will not have a Pass-Through Rate, and the Group
III Interest Distribution Amount for the Class III-A-IO Certificates and any
Distribution Date will be deemed to be 100% of the amount distributed on REMIC
IV Regular Interest MT-III-IO-A and MT-III-IO-B for such Distribution Date.

         With respect to the Class III-CE Certificates, on any Distribution
Date, a per annum rate equal to the percentage equivalent of a fraction, the
numerator of which is (x) the sum of the amounts calculated pursuant to clauses
(A) through (L) below, and the denominator of which is (y) the aggregate of the
Uncertificated Principal Balances of the REMIC IV Regular Interests (other than
REMIC IV Regular Interest MT-III-P, REMIC IV Regular Interest MT-III-IO-A and
REMIC IV Regular Interest MT-III-IO-B). For purposes of calculating the
Pass-Through Rate for the Class III-CE Certificates, the numerator is equal to
the sum of the following components:



                                      -40-
<PAGE>

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

                  (B) the Uncertificated REMIC IV Pass-Through Rate for REMIC IV
Regular Interest MT-III-A1 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC IV Regular Interest MT-III-A1;

                  (C) the Uncertificated REMIC IV Pass-Through Rate for REMIC IV
Regular Interest MT-III-A2 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC IV Regular Interest MT-III-A2;

                  (D) the Uncertificated REMIC IV Pass-Through Rate for REMIC IV
Regular Interest MT-III-A3 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC IV Regular Interest MT-III-A3;

                  (E) the Uncertificated REMIC IV Pass-Through Rate for REMIC IV
Regular Interest MT-III-A4 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC IV Regular Interest MT-III-A4;

                  (F) the Uncertificated REMIC IV Pass-Through Rate for REMIC IV
Regular Interest MT-III-A5 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC IV Regular Interest MT-III-A5;

                  (G) the Uncertificated REMIC IV Pass-Through Rate for REMIC IV
Regular Interest MT-III-A6 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC IV Regular Interest MT-III-A6;

                  (H) the Uncertificated REMIC IV Pass-Through Rate for REMIC IV
Regular Interest MT-III-M1 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC IV Regular Interest MT-III-M1;

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

                  (J) the Uncertificated REMIC IV Pass-Through Rate for REMIC IV
Regular Interest MT-III-M3 minus the Marker Rate, applied to an amount equal to
the Uncertificated Principal Balance of REMIC IV Regular Interest MT-III-M3;

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



                                      -41-
<PAGE>

                  (L) 100% of the interest distributable on REMIC IV Regular
Interest MT-III-P.

                  PAYOFF: Any payment of principal on a Loan by a Mortgagor
equal to the entire outstanding Principal Balance of such Loan, if received in
advance of the last scheduled Due Date for such Loan and is not accompanied by
scheduled interest due on any date or dates in any month or months subsequent to
the month of such payment-in-full.

                  PERCENTAGE INTEREST: With respect to any Class of Certificates
(other than the Residual Certificates), the undivided percentage ownership in
such Class evidenced by such Certificate, expressed as a percentage, the
numerator of which is the initial Certificate Principal Balance or Notional
Amount represented by such Certificate and the denominator of which is the
aggregate initial Certificate Principal Balance or Notional Amount of all of the
Certificates of such Class. Each Certificate is issuable only in minimum
Percentage Interests corresponding to the Authorized Denomination of the related
Class of Certificates; provided, however, that a single Certificate of each such
Class of Certificates may be issued having a Percentage Interest corresponding
to the remainder of the aggregate initial Certificate Principal Balance or
Notional Amount of such Class or to an otherwise Authorized Denomination for
such Class plus such remainder. With respect to any Residual Certificate, the
undivided percentage ownership in such Class evidenced by such Certificate, is
as set forth on the face of such Certificate.

                  PERMITTED TRANSFEREE: With respect to the holding or ownership
of any Residual Certificate, any Person other than (i) the United States, a
State or any political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government or International Organization,
or any agency or instrumentality of either of the foregoing, (iii) an
organization (except certain farmers' cooperatives described in Code Section
521) which is exempt from the taxes imposed by Chapter 1 of the Code (unless
such organization is subject to the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Code Section 1381(a)(2)(C), (v) any electing large
partnership under Section 775 of the Code, (vi) any Person from whom the Trustee
or the Securities Administrator has not received an affidavit to the effect that
it is not a "disqualified organization" within the meaning of Section 860E(e)(5)
of the Code, and (vii) any other Person so designated by the Depositor based
upon an Opinion of Counsel (which shall not be an expense of the Securities
Administrator or Trustee) that the transfer of an Ownership Interest in a
Residual Certificate to such Person may cause the Trust Fund to fail to qualify
as a REMIC at any time that the Certificates are outstanding. The terms "United
States," "State" and "International Organization" shall have the meanings set
forth in Code Section 7701 or successor provisions. A corporation shall not be
treated as an instrumentality of the United States or of any State or political
subdivision thereof if all of its activities are subject to tax, and, with the
exception of Freddie Mac, a majority of its board of directors is not selected
by such governmental unit.



                                      -42-
<PAGE>

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

                  PLAN: As defined in Section 5.3.

                  POOL STRIP RATE: With respect to each Group I Loan, a per
annum rate equal to the excess of (a) the Net Mortgage Rate of such Group I Loan
over (b) 5.50%. With respect to each Group II Loan, a per annum rate equal to
the excess of (a) the Net Mortgage Rate of such Group II Loan over (b) 4.75%.

                  PREPAID MONTHLY PAYMENT: Any Monthly Payment received prior to
its scheduled Due Date, which is intended to be applied to a Loan on its
scheduled Due Date and held in the related Protected Account until the related
Servicer Remittance Date following its scheduled Due Date.

                  PREPAYMENT CHARGE: With respect to any Principal Prepayment,
any prepayment premium, penalty or charge payable by a Mortgagor in connection
with any Principal Prepayment on a Group III Loan pursuant to the terms of the
related Mortgage Note.

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

                  (i)      the Loan identifying number;

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

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

                  (iv)     the term of the related Prepayment Charge;

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

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

                  PREPAYMENT PERIOD: For any Distribution Date, the calendar
month immediately preceding such Distribution Date.

                  PRINCIPAL BALANCE: For any Loan and at the time of any
determination, the principal balance of such Loan remaining to be paid at the
close of business on the Cut-Off Date,



                                      -43-
<PAGE>

after deduction of all principal payments due on or before the Cut-Off Date
whether or not received, reduced by the principal portion of all amounts
received with respect to such Loan after the Cut-Off Date and distributed or to
be distributed to Certificateholders through the Distribution Date in the month
of such determination. In the case of a Substitute Loan, "Principal Balance"
shall mean, at the time of any determination, the principal balance of such
Substitute Loan on the related Cut-Off Date, reduced by the principal portion of
all amounts received with respect to such Loan after the Cut-Off Date and
distributed or to be distributed to Certificateholders through the Distribution
Date in the month of determination.

                  PRINCIPAL ONLY CERTIFICATES: The Class I-A-PO Certificates and
Class II-A-PO Certificates.

                  PRINCIPAL PREPAYMENT: Any payment of principal on a Loan which
constitutes a Payoff or a Curtailment.

                  PRINCIPAL PREPAYMENT AMOUNT: On any Distribution Date and for
any Loan Group, the sum of (i) Curtailments received during the related
Prepayment Period and (ii) Payoffs received during the related Prepayment
Period.

                  PRINCIPAL REMITTANCE AMOUNT: For any Distribution Date, the
sum of the amounts described in clauses (i) through (iii) of the definition of
Group III Principal Distribution Amount net of any amounts payable or
reimbursable therefrom to the Servicers, the Trustee, the Custodian, the Master
Servicer or the Securities Administrator.

                  PRO RATA ALLOCATION: On any Distribution Date with respect to
(i) the allocation of the principal portion of certain losses relating to a
Group I Loan or Group II Loan to the related Group I Senior Certificates or
Group II Senior Certificates (other than the related Principal Only Certificates
and Group I/II Interest Only Certificates) and/or to the Group I/II Subordinate
Certificates, as applicable, pro rata, according to their respective Class
Principal Balances on such date of allocation (except that if the loss is
incurred with respect to a Discount Loan, the related Discount Fraction of such
loss will be allocated to the related Class of Principal Only Certificates, and
the remainder of such loss will be allocated as described above in this
definition without regard to this parenthetical); and (ii) the allocation of the
interest portion of certain losses relating to a Group I Loan or Group II Loan
to the related Group I Senior Certificates or Group II Senior Certificates
(other than the related Principal Only Certificates), and/or to the Group I/II
Subordinate Certificates, as applicable, pro rata, first according to the Group
I/II Interest Distribution Amounts due to such Classes on such date of
allocation in reduction thereof until the amount accrued but unpaid on such
Distribution Date has been reduced to zero and then, pro rata, according to
their respective Class Principal Balances on such date of allocation in
reduction thereof until the Certificate Principal Balances thereof have been
reduced to zero.

                  PROTECTED ACCOUNT: An account or accounts established and
maintained for the benefit of the Certificateholders by each Servicer with
respect to the related Loans and with respect to REO Property pursuant to the
applicable Servicing Agreement.



                                      -44-
<PAGE>

                  PURCHASE OBLIGATION: An obligation of the Depositor to
repurchase Loans under the circumstances and in the manner provided in Section
2.3.

                  PURCHASE PRICE: With respect to any Loan to be purchased
pursuant to a Purchase Obligation, or any Loan to be purchased or repurchased
relating to an REO Property, and as confirmed by an Officers' Certificate from
the Master Servicer to the Trustee and the Securities Administrator, an amount
equal to the sum of (i) 100% of the Principal Balance thereof as of the date of
purchase (or such other price as provided in Section 9.1 or 9.3, as applicable),
(ii) in the case of (x) a Loan, accrued interest on such Principal Balance at
the applicable Net Mortgage Rate from the date interest was last paid by the
related Mortgagor or the date an Advance by the applicable Servicer or the
Master Servicer, which payment or Advance had as of the date of purchase been
distributed pursuant to Section 4.1 or Section 4.3, as applicable, through the
end of the calendar month in which the purchase is to be effected and (y) an REO
Property, the sum of (1) accrued interest on such Principal Balance at the
applicable Net Mortgage Rate from the date interest was last paid by the related
Mortgagor or the date an Advance by the applicable Servicer or the Master
Servicer through the end of the calendar month immediately preceding the
calendar month in which such REO Property was acquired, plus (2) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such purchase is to be effected, net of the total of all
net rental income, Insurance Proceeds, Liquidation Proceeds and Advances that as
of the date of purchase had been distributed as or to cover REO Imputed Interest
in accordance with the applicable Servicing Agreement, (iii) any unreimbursed
Servicing Advances and Advances (including Nonrecoverable Advances) and any
unpaid Servicing Fees or Master Servicing Fees allocable to such Loan or REO
Property and (iv) in the case of a Loan required to be purchased pursuant to
Section 2.3, expenses reasonably incurred or to be incurred by the Master
Servicer, the Servicers, the Trustee or the Securities Administrator in respect
of the breach or defect giving rise to a Purchase Obligation and any costs and
damages incurred by the Trust Fund in connection with a violation by any such
Loan of any predatory or abusive lending law.

                  RATE CHANGE DATE: With respect to a REMIC IV Regular Interest
Component, the first month in which the Pass-Through Rate for such component is
equal to 0.00%.

                  RATING AGENCY: Initially, each of S&P and Moody's; thereafter,
each nationally recognized statistical rating organization that has rated the
Certificates at the request of the Depositor, or their respective successors in
interest.

                  RATINGS: As of any date of determination, the ratings, if any,
of the Certificates as assigned by each Rating Agency.

                  RECORD DATE: With respect to each Distribution Date and each
Certificate other than the Class III-A-1 Certificates, the last Business Day of
the month immediately preceding the month of the related Distribution Date; and
with respect to each Distribution Date and the Class III-A-1 Certificates, the
Business Day prior to the related Distribution Date.



                                      -45-
<PAGE>

                  REFERENCE BANKS: Barclay's Bank PLC, The Tokyo Mitsubishi Bank
and National Westminster Bank PLC and their successors in interest; provided,
however, that if any of the foregoing banks are not suitable to serve as a
Reference Bank, then any leading banks selected by the Securities Administrator
which are engaged in transactions in Eurodollar deposits in the International
Eurocurrency market (i) with an established place of business in London, (ii)
not controlling, under the control of or under common control with the Depositor
or any Affiliate thereof and (iii) which have been designated as such by the
Securities Administrator.

                  REGULAR INTEREST CERTIFICATES: The Certificates, other than
the Class R Certificates and the Class III-R Certificates.

                  REGULATION S PERMANENT GLOBAL CERTIFICATE: As defined in
Section 5.1.

                  REGULATION S TEMPORARY GLOBAL CERTIFICATE: As defined in
Section 5.1.

                  RELEASE DATE: The 40th day after the later of (i) commencement
of the offering of the Certificates and (ii) the Closing Date.

                  RELIEF ACT: The Servicemembers Relief Act of 2003, as amended,
or similar state laws.

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

                  REMIC OPINION: An Opinion of Counsel stating that, under the
REMIC Provisions, any contemplated action will not cause REMIC I, REMIC II,
REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC or result in the
imposition of a tax upon the Trust Fund (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax
on contributions to a REMIC set forth in Section 860G(d) of the Code).

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

                  REMIC REGULAR INTERESTS: Any of the REMIC I Regular Interests,
REMIC III Regular Interests, REMIC IV Regular Interests or Regular Interest
Certificates.

                  REMIC I: The segregated pool of assets, with respect to which
a REMIC election is to be made, consisting of: (i) the Group I Loans and the
Group II Loans (exclusive of payments of principal and interest due on or before
the Cut-off Date, if any, received by the Master Servicer which shall not
constitute an asset of the Trust Fund) as from time to time are subject to this
Agreement and all payments under and proceeds of such Loans (exclusive of any
Prepayment Charges and late payment charges received on the Loans), together
with all



                                      -46-
<PAGE>

documents included in the related Mortgage File, subject to Section 2.1; (ii)
such funds or assets as from time to time are deposited in the related
Distribution Account in respect of a Group I Loan or a Group II Loan and
belonging to the Trust Fund; (iii) any REO Property in respect of a Group I Loan
or a Group II Loan; (iv) the primary hazard insurance policies, if any, the
primary insurance policies, if any, and all other insurance policies with
respect to the Group I Loans and the Group II Loans; and (v) the Depositor's
interest in respect of the representations and warranties made by the Seller in
the Mortgage Loan Purchase Agreement as assigned to the Trustee pursuant to
Section 2.1 hereof.

                  REMIC I REGULAR INTERESTS: Any of the separate
non-certificated beneficial ownership interests in REMIC I (as defined in the
Preliminary Statement) issued hereunder and designated as a Regular Interest in
REMIC I. Each REMIC I Regular Interest shall accrue interest (other than REMIC I
Regular Interest LT-I-PO and REMIC I Regular Interest LT-II-PO) at the related
Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal (other than REMIC I Regular Interest
LT-I-IO and REMIC I Regular Interest LT-II-IO), subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto.

                  REMIC I SUBORDINATE BALANCE RATIO: The ratio among the
Uncertificated Principal Balances of each of the REMIC I Regular Interests
ending with the designation "SUB," equal to the ratio among:

                  (1) the excess of (x) the aggregate Scheduled Principal
Balance of the Group I Loans over (y) the sum of (a) the Class Principal Balance
of the Class I-A-1 Certificates and (b) the Class Principal Balance of the Class
I-A-PO Certificates .

                  (2) the excess of (x) the aggregate Scheduled Principal
Balance of the Group II Loans over (y) the sum of (a) the Class Principal
Balance of the Class II-A Certificates and (b) the Class Principal Balance of
the Class II-A-PO Certificates.

                  REMIC II: The pool of assets consisting of the REMIC I Regular
Interests and all payments of principal or interest on or with respect to the
REMIC I Regular Interests after the Cut-Off Date.

                  REMIC II CERTIFICATES: The Group I Senior Certificates, Group
II Senior Certificates, Group I/II Subordinate Certificates and the Class R
Certificates.

                  REMIC III: The segregated pool of assets, with respect to
which a REMIC election is to be made, consisting of: (i) the Group III Loans
(exclusive of payments of principal and interest due on or before the Cut-off
Date, if any, received by the Master Servicer which shall not constitute an
asset of the Trust Fund) as from time to time are subject to this Agreement and
all payments under and proceeds of the Group III Loans (exclusive of any
Prepayment Charges and late payment fees received on the Group III Loans),
together with all documents



                                      -47-
<PAGE>

included in the related Mortgage File, subject to Section 2.1; (ii) such funds
or assets as from time to time are deposited in the related Distribution Account
in respect of a Group III Loan and belonging to the Trust Fund; (iii) any REO
Property in respect of a Group III Loan; (iv) the primary hazard insurance
policies, if any, the primary insurance policies, if any, and all other
insurance policies with respect to the Group III Loans; and (v) the Depositor's
interest in respect of the representations and warranties made by the Seller in
the Mortgage Loan Purchase Agreement as assigned to the Trustee pursuant to
Section 2.1 hereof.

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

                  REMIC IV: The pool of assets consisting of the REMIC III
Regular Interests and all payments of principal or interest on or with respect
to the REMIC III Regular Interests after the Cut-Off Date.

                  REMIC IV INTEREST LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Group III Loans and REO Properties relating to
any Group III Loan which has been liquidated, then outstanding and (ii) the
REMIC IV Remittance Rate for REMIC IV Regular Interest MT-III-AA minus the
Marker Rate, divided by (b) 12.

                  REMIC IV OVERCOLLATERALIZATION AMOUNT: With respect to any
date of determination, (i) 1% of the aggregate Uncertificated Principal Balances
of the REMIC IV Regular Interests (other than REMIC IV Regular Interest
MT-III-IO-A and REMIC IV Regular Interest MT-III-IO-B) minus (ii) the aggregate
of the Uncertificated Balances of REMIC IV Regular Interest MT-III-A1, REMIC IV
Regular Interest MT-III-A2, REMIC IV Regular Interest MT-III-A3, REMIC IV
Regular Interest MT-III-A4, REMIC IV Regular Interest MT-III-A5, REMIC IV
Regular Interest MT-III-A6, REMIC IV Regular Interest MT-III-M1, REMIC IV
Regular Interest MT-III-M2, REMIC IV Regular Interest MT-III-M3 and REMIC
Regular Interest MT-III-P, in each case as of such date of determination.

                  REMIC IV OVERCOLLATERALIZATION TARGET AMOUNT: 1% of the
Required Overcollateralization Amount.

                  REMIC IV PRINCIPAL LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Scheduled Principal Balance of the Group III Loans and REO Properties relating
to any Group III Loan which has been liquidated, then outstanding and (ii) 1
minus a fraction, the numerator of which is two times the aggregate of the
Uncertificated Principal Balances of REMIC IV Regular Interest MT-III-A1, REMIC
IV



                                      -48-
<PAGE>

Regular Interest MT-III-A2, REMIC IV Regular Interest MT-III-A3, REMIC IV
Regular Interest MT-III-A4, REMIC IV Regular Interest MT-III-A5, REMIC IV
Regular Interest MT-III-A6, REMIC IV Regular Interest MT-III-M1, REMIC IV
Regular Interest MT-III-M2, REMIC IV Regular Interest MT-III-M3 and REMIC IV
Regular Interest MT-III-ZZ.

                  REMIC IV REGULAR INTEREST MT-III-ZZ MAXIMUM INTEREST DEFERRAL
AMOUNT: With respect to any Distribution Date, the excess of (i) accrued
interest at the Uncertificated REMIC IV Pass-Through Rate applicable to REMIC IV
Regular Interest MT-III-ZZ for such Distribution Date on a balance equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest MT-III-ZZ minus
the REMIC IV Overcollateralization Amount, in each case for such Distribution
Date, over (ii) Uncertificated Accrued Interest on REMIC IV Regular Interest
MT-III-A1, REMIC IV Regular Interest MT-III-A2, REMIC IV Regular Interest
MT-III-A3, REMIC IV Regular Interest MT-III-A4, REMIC IV Regular Interest
MT-III-A5, REMIC IV Regular Interest MT-III-A6, REMIC IV Regular Interest
MT-III-M1, REMIC IV Regular Interest MT-III-M2 and REMIC IV Regular Interest
MT-III-M3 for such Distribution Date, with the rate on each such REMIC IV
Regular Interest subject to a cap equal to the related Pass-Through Rate.

                  REMIC IV REGULAR INTERESTS: Any of the separate
non-certificated beneficial ownership interests in REMIC IV (as defined in the
Preliminary Statement) issued hereunder and designated as a Regular Interest in
REMIC IV. Each REMIC IV Regular Interest shall accrue interest at the related
Uncertificated REMIC IV Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal (other than REMIC IV Regular Interest
MT-III-IO-A and REMIC IV Regular Interest MT-III-IO-B), subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto.

                  REMITTANCE REPORT: A report by the Securities Administrator
pursuant to Section 4.8.

                  REO DISPOSITION: The sale or other disposition of an REO
Property on behalf of REMIC I or REMIC III, as applicable.

                  REO IMPUTED INTEREST: As to any REO Property, for any calendar
month during which such REO Property was at any time part of REMIC I or REMIC
III, one month's interest at the applicable Net Mortgage Rate on the Scheduled
Principal Balance of such REO Property (or, in the case of the first such
calendar month, of the related Loan, if appropriate) as of the close of business
on the Distribution Date in such calendar month.

                  REO PROPERTY: A Mortgaged Property, title to which has been
acquired by a Servicer on behalf of the Trust Fund through foreclosure, deed in
lieu of foreclosure or otherwise.

                  REQUIRED OVERCOLLATERALIZATION AMOUNT: With respect to any
Distribution Date following the Closing Date, an amount equal to $1,083,386.



                                      -49-
<PAGE>

                  REQUIRED OVERCOLLATERALIZATION PERCENTAGE: For any
Distribution Date, a percentage equal to (a) the Required Overcollateralization
Amount divided by (b) the aggregate outstanding principal balance of the Group
III Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period, and after reduction for Group III Realized Losses
incurred during the related Prepayment Period).

                  RESERVE FUND: The separate trust account created and
maintained by the Securities Administrator pursuant to 3.25 of this Agreement.

                  RESIDUAL CERTIFICATEHOLDER: The registered Holder of a Class R
Certificate or Class III-R Certificate.

                  RESIDUAL CERTIFICATES: The Class R Certificates and Class
III-R Certificates. Components R-1 and R-2 of the Class R Certificates are
hereby designated as the sole Class of "residual interests" in each of REMIC I
and REMIC II. Components R-3, R-4 and R-5 of the Class III-R Certificates are
hereby designated as the sole Class of "residual interests" in each of REMIC
III, REMIC IV and REMIC V.

                  RESPONSIBLE OFFICER: When used with respect to the Trustee,
any officer in the corporate trust department or similar group of the Trustee
with direct responsibility for the administration of this Agreement and also,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of his or her knowledge of and familiarity with
the particular subject. When used with respect to the Master Servicer or the
Securities Administrator, the Chairman or Vice-Chairman of the Board of
Directors or Trustees, the Chairman or Vice-Chairman of the Executive or
Standing Committee of the Board of Directors or Trustees, the President, the
Chairman of the Committee on Trust Matters, any Vice-President, any Assistant
Vice-President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, the Controller, any Assistant Controller or any other
officer customarily performing functions similar to those performed by any of
the above-designated officers and in each case having direct responsibility for
the administration of this Agreement, and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject. When used
with respect to the Depositor or any other Person, the Chairman or Vice-Chairman
of the Board of Directors, the Chairman or Vice-Chairman of any executive
committee of the Board of Directors, the President, any Vice-President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, or
any other officer of the Depositor customarily performing functions similar to
those performed by any of the above-designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.



                                      -50-
<PAGE>

                  S&P: Standard & Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc. provided, that at any time it is a Rating Agency.

                  SCHEDULED PRINCIPAL BALANCE: With respect to any Loan and a
Due Date, the unpaid principal balance of such Loan as specified in the
amortization schedule (before any adjustment to such schedule by reason of
bankruptcy or similar proceeding or any moratorium or similar waiver or grace
period) for such Due Date, after giving effect to any previously applied
Curtailments, the payment of principal on such Due Date and any reduction of the
principal balance of such Loan by a bankruptcy court, irrespective of any
delinquency in payment by the related Mortgagor.

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

                  SECURITIES ADMINISTRATOR: As of the Closing Date, Wells Fargo
Bank Minnesota, National Association and thereafter, its respective successors
in interest who meet the qualifications of this Agreement. The Securities
Administrator and the Master Servicer shall at all times be the same Person.

                  SELLER: Deutsche Bank AG New York Branch, or its successor in
interest, in its capacity as seller under the Mortgage Loan Purchase Agreement
and in its capacity as assignor under the Assignment Agreements.

                  SENIOR INTEREST SHORTFALL AMOUNT: For any Distribution Date
and the Group I Senior Certificates and Group II Senior Certificates (other than
the Principal Only Certificates), will be equal to that amount by which the
Group I/II Interest Distribution Amount payable to the Group I Senior
Certificates or Group II Senior Certificates, as applicable, on such
Distribution Date exceeds the Group I Available Distribution Amount or Group II
Available Distribution Amount, as applicable.

                  SENIOR LIQUIDATION AMOUNT: For any Distribution Date and the
Group I Loans and Group II Loans, the aggregate with respect to each related
Loan which became a Group I/II Liquidated Loan during the related Prepayment
Period, of the lesser of: (i) the related Senior Percentage of the Principal
Balance of such Loan (exclusive with respect to a Discount Loan, of the
applicable Discount Fraction thereof), and (ii) the related Senior Prepayment
Percentage of the Liquidation Principal with respect to such Loan (exclusive
with respect to a Discount Loan, of the applicable Discount Fraction thereof).

                  SENIOR PERCENTAGE: As of the Closing Date, approximately
97.63% for the Group I Loans, and 97.63% for the Group II Loans; thereafter,
with respect to a Group I Loan and Group II Loan for any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the aggregate
Class Principal Balances of the related Group I Senior Certificates or Group II
Senior Certificates immediately preceding such Distribution Date (other than the
related Principal Only Certificates and Group I/II Interest Only Certificates)
and the denominator of which is the aggregate Scheduled Principal Balance of the
Loans in such Loan Group, (exclusive



                                      -51-
<PAGE>

of the applicable Discount Fraction of the Scheduled Principal Balance of each
related Discount Loan), in each case as of the first day of the related Due
Period.

                  SENIOR PREPAYMENT PERCENTAGE: For Loan Group I and Loan Group
II, (i) on any Distribution Date occurring before the Distribution Date in
February 2009, 100%; (ii) on any other Distribution Date on which the Aggregate
Senior Percentage for such Distribution Date exceeds the Aggregate Senior
Percentage as of the Closing Date, 100%; and (iii) on any other Distribution
Date in each of the months of February 2009 and thereafter, 100%, unless:

                  (a) the mean aggregate Scheduled Principal Balance of the
         Group I Loans and Group II Loans which are 60 or more days delinquent
         (including Group I Loans and Group II Loans in foreclosure, bankruptcy
         and related REO Property) for each of the immediately preceding six
         calendar months is less than or equal to 50% of the Aggregate
         Subordinate Amount as of such Distribution Date, and

                  (b) cumulative Group I/II Realized Losses on the Group I Loans
         and Group II Loans allocated to the Group I/II Subordinate Certificates
         are less than or equal to the following amounts:


<TABLE>
<CAPTION>
              DISTRIBUTION DATE OCCURRING IN                                    SENIOR PREPAYMENT PERCENTAGE
              ------------------------------                                    ----------------------------
<S>                                                          <C>
February 2004 through January 2009........................   100%
February 2009 through January 2010........................   Senior Percentage + 70% of the Subordinate Percentage
February 2010 through January 2011........................   Senior Percentage + 60% of the Subordinate Percentage
February 2011 through January 2012........................   Senior Percentage + 40% of the Subordinate Percentage
February 2012 through January 2013........................   Senior Percentage + 20% of the Subordinate Percentage
February 2013 and thereafter..............................   Senior Percentage
</TABLE>

Notwithstanding the foregoing, the Senior Prepayment Percentage with respect to
the Group I Loans and Group II Loans will be equal to 100% on any Distribution
Date on which (i) the Aggregate Senior Percentage for that Distribution Date
exceeds the Aggregate Senior Percentage as of the Closing Date or (ii) the
aggregate Scheduled Principal Balance of the Group I Loans and Group II Loans
(including Group I Loans and Group II Loans in bankruptcy, foreclosure and
related REO Property) which are 60 or more days delinquent for each of the
immediately preceding six calendar months is greater than 50% of the Aggregate
Subordinate Amount as of such Distribution Date, or cumulative Group I/II
Realized Losses on the Group I Loans and Group II Loans allocated to the Group
I/II Subordinate Certificates are greater than the following amounts:



                                      -52-
<PAGE>

<TABLE>
<CAPTION>
                                                                     PERCENTAGE OF THE AGGREGATE SUBORDINATE
              DISTRIBUTION DATE OCCURRING IN                              AMOUNT AS OF THE CUT-OFF DATE
              ------------------------------                              -----------------------------
<S>                                                                                    <C>
February 2008 through January 2009...........................                          30%
February 2009 through January 2010...........................                          35%
February 2010 through January 2011...........................                          40%
February 2011 through January 2012...........................                          45%
February 2012 and thereafter.................................                          50%
</TABLE>

                  If on any Distribution Date the allocation to the Group I
Senior Certificates or Group II Senior Certificates (other than the related
Principal Only Certificates and Group I/II Interest Only Certificates) of
Principal Prepayments in the percentage required would reduce the sum of the
Class Principal Balances of the Group I Senior Certificates or Group II Senior
Certificates (other than the related Principal Only Certificates and Group I/II
Interest Only Certificates) below zero, the Senior Prepayment Percentage for
such Distribution Date shall be limited to the percentage necessary to reduce
such sum to zero. Notwithstanding the foregoing, however, on each Distribution
Date, the Principal Only Certificates shall receive the related Discount
Fraction of all principal payments, including, without limitation, Principal
Prepayments, received in respect of each Discount Loan.

                  SERVICER: National City, Downey, Greenpoint or GMAC, as
applicable, or any successor appointed under the applicable Servicing Agreement.

                  SERVICER REMITTANCE DATE: With respect to each Distribution
Date shall mean (i) with respect to National City, the 18th day of the calendar
month in which such Distribution Date occurs or, if such 18th day is not a
Business Day, the Business Day immediately following such 18th day, (ii) with
respect to Downey and GMAC, the 18th day of the calendar month in which such
Distribution Date occurs or, if such 18th day is not a Business Day, the
Business Day immediately preceding such 18th day and (iii) with respect to
Greenpoint, the 10th day of the calendar month in which such Distribution Date
occurs or, if such 10th day is not a Business Day, the Business Day immediately
preceding such 10th day.

                  SERVICING ADVANCES: The customary reasonable and necessary
"out-of-pocket" costs and expenses incurred by the applicable Servicer in
connection with a default, delinquency or other unanticipated event by the
applicable Servicer in the performance of its servicing obligations, including,
but not limited to, the cost of (i) the preservation, restoration and protection
of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures, in respect of a particular Loan and (iii) the management
(including reasonable fees in connection therewith) and liquidation of any REO
Property. No Servicer shall be required to make any Servicing Advance in respect
of a Loan or REO Property that, in the good faith business judgment of such
Servicer, would not be ultimately recoverable from related Insurance Proceeds or
Liquidation Proceeds on such Loan or REO Property as provided herein.

                  SERVICING AGREEMENT: The National City Servicing Agreement,
the Greenpoint Servicing Agreement, the GMAC Servicing Agreement or the Downey
Servicing Agreement.



                                      -53-
<PAGE>

                  SERVICING FEE: With respect to each Loan and for any
Distribution Date, an amount equal to one twelfth of the product of the
Servicing Fee Rate multiplied by the Scheduled Principal Balance of such Loan as
of the Due Date in the month preceding the month of such Distribution Date. The
Servicing Fee is payable solely from collections of interest on the Loans or as
otherwise provided in the related Servicing Agreement.

                  SERVICING FEE RATE: 0.25% per annum.

                  SERVICING OFFICER: Any individual involved in, or responsible
for, the administration and servicing (or in the case of the Master Servicer,
master servicing) of the Loans whose name and specimen signature appear on a
list of servicing officers furnished to the Trustee and the Securities
Administrator on the Closing Date by each Servicer and the Master Servicer, as
such lists may from time to time be amended.

                  SPECIAL HAZARD COVERAGE: As of the Cut-Off Date,
$2,074,436.38. On each Anniversary, the Special Hazard Coverage will be reduced
to an amount equal to the lesser of:

                  (1) the greatest of:

                  (a) the aggregate Principal Balance of the Group I Loans and
Group II Loans located in the California zip code containing the largest
aggregate Principal Balance of the Group I Loans and Group II Loans;

                  (b) 1.0% of the aggregate Principal Balance of the Group I
Loans and Group II Loans; and

                  (c) twice the Principal Balance of the largest Group I Loan or
Group II Loan, calculated as of the Due Date in the immediately preceding month
(after giving effect to all scheduled payments whether or not received); and

                  (2) the Special Hazard Coverage as of the Cut-Off Date as
reduced by the Special Hazard Losses allocated to the Certificates related to
the Group I Loans and Group II Loans since the Cut-Off Date.

                  SPECIAL HAZARD LOSS: The occurrence of any direct physical
loss or damage to a Mortgaged Property relating to a Group I/II Liquidated Loan,
as reported by the related Servicer, not covered by a standard hazard
maintenance policy with extended coverage which is caused by or results from any
cause except: (i) fire, lightning, windstorm, hail, explosion, riot, riot
attending a strike, civil commotion, vandalism, aircraft, vehicles, smoke,
sprinkler leakage, except to the extent of that portion of the loss which was
uninsured because of the application of a co-insurance clause of any insurance
policy covering these perils; (ii) normal wear and tear, gradual deterioration,
inherent vice or inadequate maintenance of all or part thereof; (iii) errors in
design, faulty workmanship or materials, unless the collapse of the property or
a part thereof ensues and then only for the ensuing loss; (iv) nuclear reaction
or nuclear radiation or radioactive



                                      -54-
<PAGE>

contamination, all whether controlled or uncontrolled and whether such loss be
direct or indirect, proximate or remote or be in whole or in part caused by,
contributed to or aggravated by a peril covered by this definition of Special
Hazard Loss; (v) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual, impending or
expected attack (a) by any government or sovereign power (dejure or defacto), or
by an authority maintaining or using military, naval or air forces, (b) by
military, naval or air forces, or (c) by an agent of any such government, power,
authority or forces; (vi) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; (vii) insurrection,
rebellion, revolution, civil war, usurped power or action taken by governmental
authority in hindering, combating or defending against such occurrence; or
(viii) seizure or destruction under quarantine or customs regulations, or
confiscation by order of any government or public authority.

                  STARTUP DAY: With respect to each REMIC, the day designated as
such pursuant to Section 10.1(b) hereof.

                  STEPDOWN DATE: The earlier to occur of (1) the Distribution
Date on which he aggregate Certificate Principal Balance of the Group III Senior
Certificates has been reduced to zero and (2) the later to occur of (x) the
Distribution Date in February 2007 and (y) the first Distribution Date on which
the Credit Enhancement Percentage of the Group III Senior Certificates
(calculated for this purpose only after taking into account distributions of
principal on the Group III Mortgage Loans, but prior to any distribution of the
Group III Principal Distribution Amount to the holders of the certificates then
entitled to distributions of principal on the Distribution Date) is greater than
or equal to approximately 10.00%.

                  SUBORDINATE AMOUNT: For the Group I Loans and Group II Loans
on any date of determination, the excess of the aggregate Scheduled Principal
Balance of the related Loans as of such date over the sum of (x) the Aggregate
Certificate Principal Balance of the Group I Senior Certificates and Group II
Senior Certificates, as applicable, other than the related Principal Only
Certificates then outstanding.

                  SUBORDINATE COMPONENT: For the Group I Loans and Group II
Loans and a Distribution Date, will equal the related Subordinate Amount.

                  SUBORDINATE INTEREST RATE: For any Distribution Date will be
the weighted average of the interest rates at which each of the Subordinate
Components accrue interest, weighted on the basis of the related Subordinate
Amount. The Subordinate Components related to the Group I Loans will accrue
interest at 5.50% per annum and the Subordinate Components related to the Group
II Loans will accrue interest at 4.75% per annum.

                  SUBORDINATE LIQUIDATION AMOUNT: For a Distribution Date and
the Group I Loans and Group II Loans, the excess, if any, of (i) the aggregate
Liquidation Principal for all Loans in such Loan Group which became Group I/II
Liquidated Loans during the related Prepayment Period, over (ii) the sum of the
related Senior Liquidation Amount for such Distribution Date and



                                      -55-
<PAGE>

the applicable Discount Fraction of Liquidation Principal received with respect
to each Discount Loan in such Loan Group, if any, during the related Prepayment
Period.

                  SUBORDINATE PERCENTAGE: For any Distribution Date and the
Group I Loans and Group II Loans, 100% minus the related Senior Percentage for
such date. Initially, the Subordinate Percentage will be 2.37% with respect to
the Group I Loans and 2.37% with respect to the Group II Loans.

                  SUBORDINATE PREPAYMENT PERCENTAGE: For any Distribution Date
and the Group I Loans and Group II Loans, 100% minus the related Senior
Prepayment Percentage. As of the Closing Date, 0% for the Group I Loans and 0%
for the Group II Loans

                  SUBORDINATE PRINCIPAL AMOUNT: With respect to any Distribution
Date and the Group I Loans and Group II Loans, an amount equal to the sum of the
following for that Distribution Date:

                  (1) the related Subordinate Percentage of the related Group
                  I/II Principal Distribution Amount (exclusive of the portion
                  thereof attributable to the related Discount Fractional
                  Principal Amount);

                  (2) the related Subordinate Principal Prepayment Amount; and

                  (3) the related Subordinate Liquidation Amount;

                  provided, however, that the related Subordinate Principal
Amount with respect to the Group I Loans and the Group II Loans shall be reduced
by the amounts required to be distributed to the Principal Only Certificates
with respect to the related Discount Fractional Principal Shortfall for such
Loan Group on such Distribution Date. Any reduction in the Subordinate Principal
Amount pursuant to the foregoing proviso shall offset the amount calculated
pursuant to clause (1), clause (3) and clause (2) above, in such order of
priority.

                  SUBORDINATE PRINCIPAL PREPAYMENT AMOUNT: For any Distribution
Date and the Group I Loans and Group II Loans, the related Subordinate
Prepayment Percentage of the Principal Prepayment Amount for such Distribution
Date (exclusive of the portion thereof attributable to the applicable Discount
Fractional Principal Amount for that Distribution Date).

                  SUBORDINATION LEVEL: On any specified date and any Class of
Group I/II Subordinate Certificates, the percentage obtained by dividing: (1)
the sum of the Class Principal Balances of all Classes of Group I/II Subordinate
Certificates which are subordinate in right of payment to such Class as of such
date, before giving effect to distributions of principal or allocations of
related Group I/II Realized Losses on such date; by (2) the sum of the Class
Principal Balances of all Classes of Certificates relating to the Group I Loans
or Group II Loans as of such date, before giving effect to distributions of
principal or allocations of related Group I/II Realized Losses on such date.



                                      -56-
<PAGE>

                  SUBSTITUTE LOAN: A mortgage loan substituted for a Deleted
Loan pursuant to the terms of this Agreement which must, on the date of such
substitution, (i) have an outstanding principal balance, after application of
all scheduled payments of principal and interest due during or prior to the
month of substitution, not in excess of the Scheduled Principal Balance of the
Deleted Loan as of the Due Date in the calendar month during which the
substitution occurs, (ii) have a Mortgage Interest Rate not less than (and not
more than one percentage point in excess of) the Mortgage Interest Rate of the
Deleted Loan, (iii) have a remaining term to maturity not greater than (and not
more than one year less than) that of the Deleted Loan, (iv) have the same Due
Date as the Due Date on the Deleted Loan, (v) have a Loan-to-Value Ratio as of
the date of substitution equal to or lower than the Loan-to-Value Ratio of the
Deleted Loan as of such date, (vi) have a risk grading at least equal to the
risk grading assigned on the Deleted Loan, (vii) is a "qualified mortgage" as
defined in the REMIC Provisions and (vii) conform to each representation and
warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement
applicable to the Deleted Loan. In the event that one or more mortgage loans are
substituted for one or more Deleted Loans, the amounts described in clause (i)
hereof shall be determined on the basis of aggregate principal balances, the
Mortgage Interest Rates described in clause (ii) hereof shall be determined on
the basis of weighted average Mortgage Interest Rates, the terms described in
clause (iii) hereof shall be determined on the basis of weighted average
remaining term to maturity, the Loan-to-Value Ratios described in clause (v)
hereof shall be satisfied as to each such mortgage loan, the risk gradings
described in clause (vi) hereof shall be satisfied as to each such mortgage loan
and, except to the extent otherwise provided in this sentence, the
representations and warranties described in clause (vii) hereof must be
satisfied as to each Substitute Loan or in the aggregate, as the case may be. In
the event that the Deleted Loan is a Discount Loan, the Substitute Loan(s) shall
be deemed to be a Discount Loan(s) regardless of the Net Mortgage Rate thereof.

                  TAX MATTERS PERSON: The Holder of the Class R Certificates
issued hereunder or any Permitted Transferee of such Class R Certificateholder
shall be the initial "tax matters person" for REMIC I and REMIC II within the
meaning of Section 6231(a)(7) of the Code. The Holder of the Class III-R
Certificates issued hereunder or any Permitted Transferee of such Class III-R
Certificateholder shall be the initial "tax matters person" for REMIC III, REMIC
IV and REMIC V within the meaning of Section 6231(a)(7) of the Code. For tax
years commencing after any transfer of the Class R Certificate or Class III-R
Certificate, the Holder of the greatest Percentage Interest in the Class R
Certificate or Class III-R Certificate at year end shall be designated as the
Tax Matters Person with respect to that year and with respect to the related
REMICs. If the Tax Matters Person becomes a Disqualified Organization, the last
preceding Holder of such Authorized Denomination of the Class R Certificate or
Class III-R Certificate that is not a Disqualified Organization shall be Tax
Matters Person pursuant to Section 5.3(e). If any Person is appointed as tax
matters person by the Internal Revenue Service pursuant to the Code, such Person
shall be Tax Matters Person.

                  TRANSFEREE: Any Person who is acquiring by an Ownership
Interest in a Junior Subordinate Certificate, Class III-CE, Class III-P or
Residual Certificate.



                                      -57-
<PAGE>

                  TRIGGER EVENT: With respect to any Distribution Date, a
Trigger Event is in effect if (x) the percentage obtained by dividing (i) the
aggregate outstanding Principal Balance of Group III Loans delinquent 60 days or
more (including Group III Loans in foreclosure, discharged in bankruptcy or
related REO Property) by (ii) the aggregate principal balance of the Group III
Loans, in each case, as of the last day of the previous calendar month, exceeds
60% of the Credit Enhancement Percentage of the Group III Senior Certificates
for the prior Distribution Date, or (y) the aggregate amount of Group III
Realized Losses incurred since the Cut-Off Date through the last day of the
related Due Period divided by the aggregate outstanding Principal Balance of the
Group III Loans as of the Cut-Off exceeds the applicable percentages set forth
below with respect to such Distribution Date:

                     DISTRIBUTION DATE                              PERCENTAGE
                     -----------------                              ----------
February 2007 to January 2008...........................              0.75%
February 2008 to January 2009...........................              0.95%
February 2009 to January 2010...........................              1.20%
February 2010 to January 2011...........................              1.35%
February 2011 and thereafter............................              1.50%


                  TRUST FUND: Collectively, all of the assets of REMIC I, REMIC
II, REMIC III, REMIC IV and REMIC V, the Reserve Fund and any amounts on deposit
therein, and the Prepayment Charge and any proceeds thereof.

                  TRUST REMIC: Any of REMIC I, REMIC II, REMIC III, REMIC IV or
REMIC V.

                  TRUSTEE: HSBC Bank USA, a New York banking corporation, or its
successor in interest, or any successor trustee appointed as herein provided.

                  UNCERTIFICATED ACCRUED INTEREST: With respect to each REMIC
Regular Interest on each Distribution Date, an amount equal to one month's
interest at the related Uncertificated Pass-Through Rate on the Uncertificated
Principal Balance or Uncertificated Notional Amount, as applicable, of such
REMIC Regular Interest. In each case, Uncertificated Accrued Interest will be
reduced by any Prepayment Interest Shortfalls and shortfalls resulting from
application of the Relief Act.

                  UNCERTIFICATED NOTIONAL AMOUNT: With respect to REMIC IV
Regular Interest MT-III-IO-A and (i) each Distribution Date from and including
the Distribution Date in February 2004 to and including the Distribution Date in
July 2004, the aggregate Uncertificated Principal Balances of REMIC III Regular
Interest LT-III-IO-1 through REMIC III Regular Interest LT-III-IO-5, (ii) each
Distribution Date from and including the Distribution Date in August 2004 to and
including the Distribution Date in July 2005, the aggregate Uncertificated
Principal Balances of REMIC III Regular Interest LT-III-IO-2 through REMIC III
Regular Interest LT-III-IO-5, (iii) each Distribution Date from and including
the Distribution Date in August 2005 to and including the Distribution Date in
September 2005, the aggregate Uncertificated Principal Balances of



                                      -58-
<PAGE>

REMIC III Regular Interest LT-III-IO-3 through REMIC III Regular Interest
LT-III-IO-5, (iv) each Distribution Date from and including the Distribution
Date in October 2005 to and including the Distribution Date in December 2005,
the aggregate Uncertificated Principal Balances of REMIC III Regular Interest
LT-III-IO-4 and REMIC III Regular Interest LT-III-IO-5, (v) the Distribution
Date in January 2006, the Uncertificated Principal Balance of REMIC III Regular
Interest LT-III-IO-5, and (vi) each Distribution Date thereafter, $0.

                  UNCERTIFICATED PRINCIPAL BALANCE: With respect to each REMIC
Regular Interest (other than REMIC I Regular Interest LT-I-IO, REMIC I Regular
Interest LT-II-IO, REMIC IV Regular Interest MT-III-IO-A and REMIC IV Regular
Interest MT-III-IO-B), the principal amount of such REMIC Regular Interest
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Principal Balance of each REMIC Regular Interest (other than
REMIC I Regular Interest LT-I-IO, REMIC I Regular Interest LT-II-IO, REMIC IV
Regular Interest MT-III-IO-A and REMIC IV Regular Interest MT-III-IO-B) shall
equal the amount set forth in the Preliminary Statement hereto as its initial
Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
Principal Balance of each REMIC Regular Interest shall be reduced by all
distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Sections 4.1 and 4.3, as applicable and, if and to
the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Group I/II Realized Losses or Group III Realized Losses, as
applicable, as provided in Sections 4.2 and 4.4, as applicable. The
Uncertificated Principal Balance of each REMIC Regular Interest shall never be
less than zero. REMIC I Regular Interest LT-I-IO, REMIC I Regular Interest
LT-II-IO, REMIC IV Regular Interest MT-III-IO-A and REMIC IV Regular Interest
MT-III-IO-B will not have Uncertificated Principal Balances.

                  UNCERTIFICATED REMIC I PASS-THROUGH RATE: With respect to
REMIC I Regular Interest LT-I-SUB, REMIC I Regular Interest LT-I-ZZZ, REMIC I
Regular Interest LT-II-SUB, REMIC I Regular Interest LT-II-ZZZ and REMIC I
Regular Interest LT-R1, the per annum rate specified in the Preliminary
Statement. With respect to REMIC I Regular Interest LT-I-IO, the weighted
average of the excess of, but not less than zero, (i) the Net Mortgage Rate on
each Group I Loan over (ii) 5.50%. With respect to REMIC I Regular Interest
LT-II-IO, the weighted average of the excess of, but not less than zero, (i) the
Net Mortgage Rate on each Group I Loan over (ii) 4.75%. With respect to REMIC I
Regular Interest LT-I-PO and REMIC I Regular Interest LT-II-PO, 0.00%.

                  UNCERTIFICATED REMIC III PASS-THROUGH Rate: For any
Distribution Date, a per annum rate equal to the weighted average of the Net
Mortgage Rates on the Group III Loans, weighted on the State Principal Balance
of each such Loan.

                  UNCERTIFICATED REMIC IV PASS-THROUGH RATE: With respect to
REMIC IV Regular Interest MT-III-AA, REMIC IV Regular Interest MT-III-A1, REMIC
IV Regular Interest MT-III-A2, REMIC IV Regular Interest MT-III-A3, REMIC IV
Regular Interest MT-III-A4, REMIC IV Regular Interest MT-III-A5, REMIC IV
Regular Interest MT-III-A6, REMIC IV Regular Interest MT-III-M1, REMIC IV
Regular Interest MT-III-M2, REMIC IV Regular



                                      -59-
<PAGE>

Interest MT-III-M3 and REMIC IV Regular Interest MT-III-ZZ, a per annum rate
(but not less than zero) equal to the weighted average of: (x) with respect to
REMIC III Regular Interest LT-III and REMIC III Regular Interest LT-III-P, the
Uncertificated REMIC III Pass-Through Rate for such REMIC III Regular Interest
for each such Distribution Date, and (y) with respect to REMIC III Regular
Interest LT-III-IO-1 through REMIC III Regular Interest LT-III-IO-5 for each
Distribution Date listed below, the weighted average of the rates listed below
for each such REMIC III Regular Interest listed below, weighted on the basis of
the Uncertificated Principal Balance of each such REMIC III Regular Interest:

<TABLE>
<CAPTION>
Distribution        Remic III Regular Interests                                Rate
    Date            ---------------------------                                ----
    ----
<S>            <C>                                    <C>
      1        LT-III-IO-1 through LT-III-IO-5        (a)  Uncertificated  REMIC IAN Pass-Through  Rate over (b) 4.50%
      2        LT-III-IO-1 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 4.50%
      3        LT-III-IO-1 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 4.50%
      4        LT-III-IO-1 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 4.50%
      5        LT-III-IO-1 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 4.50%
      6        LT-III-IO-1 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 4.50%
      7        LT-III-IO-2 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 4.50%
               LT-III-IO-1                            Uncertificated REMIC III Pass-Through Rate
      8        LT-III-IO-2 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 4.50%
               LT-III-IO-1                            Uncertificated REMIC III Pass-Through Rate
      9        LT-III-IO-2 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 4.50%
               LT-III-IO-1                            Uncertificated REMIC III Pass-Through Rate
     10        LT-III-IO-2 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 4.50%
               LT-III-IO-1                            Uncertificated REMIC III Pass-Through Rate
     11        LT-III-IO-2 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 4.50%
               LT-III-IO-1                            Uncertificated REMIC III Pass-Through Rate
     12        LT-III-IO-2 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 4.50%
               LT-III-IO-1                            Uncertificated REMIC III Pass-Through Rate
     13        LT-III-IO-2 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 3.50%
               LT-III-IO-1                            Uncertificated REMIC III Pass-Through Rate
     14        LT-III-IO-2 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 3.50%
               LT-III-IO-1                            Uncertificated REMIC III Pass-Through Rate
     15        LT-III-IO-2 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 3.50%
               LT-III-IO-1                            Uncertificated REMIC III Pass-Through Rate
     16        LT-III-IO-2 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 3.50%
               LT-III-IO-1                            Uncertificated REMIC III Pass-Through Rate
     17        LT-III-IO-2 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 3.50%
               LT-III-IO-1                            Uncertificated REMIC III Pass-Through Rate
     18        LT-III-IO-2 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 3.50%
               LT-III-IO-1                            Uncertificated REMIC III Pass-Through Rate
     19        LT-III-IO-3 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 3.50%
               LT-III-IO-1 and LT-III-IO-2            Uncertificated REMIC III Pass-Through Rate
     20        LT-III-IO-3 through LT-III-IO-5        (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 3.50%
               LT-III-IO-1 and LT-III-IO-2            Uncertificated REMIC III Pass-Through Rate
     21        LT-III-IO-4 and LT-III-IO-5            (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 3.50%
               LT-III-IO-1, LT-III-IO-2 and           Uncertificated REMIC III Pass-Through Rate
               LT-III-IO-3
     22        LT-III-IO-4 and LT-III-IO-5            (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 3.50%
               LT-III-IO-1, LT-III-IO-2 and           Uncertificated REMIC III Pass-Through Rate
               LT-III-IO-3
     23        LT-III-IO-4 and LT-III-IO-5            (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 3.50%
               LT-III-IO-1, LT-III-IO-2 and           Uncertificated REMIC III Pass-Through Rate
               LT-III-IO-3
     24        LT-IO-III-5                            (a)  Uncertificated  REMIC III Pass-Through  Rate over (b) 3.50%
               LT-III-IO-1, LT-III-IO-2,              Uncertificated REMIC III Pass-Through Rate
               LT-III-IO-3 and LT-III-IO-4
   25 and      LT-III-IO-1, LT-III-IO-2,              Uncertificated REMIC III Pass-Through Rate
 thereafter    LT-III-IO-3, LT-III-IO-4 and
               LT-III-IO-5
</TABLE>


                                      -60-
<PAGE>

With resepect to REMIC IV Regular Interest MT-III-IO-A, (i) for the first twelve
distribution dates, 1.00% and (ii) thereafter, 0.00%. With respect to REMIC IV
Regular Interest MT-III-IO-B, (i) for the first twenty-four distribution dates,
3.50% and (ii) thereafter, 0.00%.


                  UNDERWRITER: Deutsche Bank Securities Inc.

                  UNINSURED CAUSE: Any cause of damage to a Mortgaged Property
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to Section 3.9.

                  U.S. PERSON: A citizen or resident of the United States, a
corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations) or
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more such U.S. Persons have the authority to control all substantial decisions
of the trust. To the extent prescribed in regulations by the Secretary of the
Treasury, which have not yet been issued, a trust which was in existence on
August 20, 1996 (other than a trust treated as owned by the grantor under
subpart E of part 1 of subchapter J of chapter 1 of the Code), and which was
treated as a U.S. Person on August 20, 1996 may elect to continue to be treated
as a U.S. Person notwithstanding the previous sentence.

                  WELLS FARGO: Wells Fargo Bank Minnesota, National Association,
or any successor thereto.

         Section 1.2 ALLOCATION OF CERTAIN INTEREST SHORTFALL.

         For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC I Regular Interests for any Distribution Date, the
aggregate amount of any Unpaid Interest Shortfalls incurred in respect of the
Group I Loans for any Distribution Date shall be allocated to REMIC I Regular
Interest LT-I-IO, REMIC I Regular Interest LT-I-SUB and REMIC I Regular Interest
LT-I-ZZZ, pro rata, to the extent of one month's interest at the then applicable
respective Uncertificated REMIC I Pass-Through Rate on the Uncertificated
Principal Balance of each such REMIC I Regular Interest. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC I
Regular Interests for any Distribution Date, the aggregate amount of any Unpaid
Interest Shortfalls incurred in respect of the Group II Loans for any
Distribution Date shall be allocated to REMIC I Regular Interest LT-II-IO, REMIC
I Regular Interest LT-II-SUB and REMIC I Regular Interest LT-II-ZZZ, pro rata,
to the extent of one month's interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rate on the Uncertificated Principal Balance
of each such REMIC I Regular Interest.


                                      -61-
<PAGE>

         For purposes of calculating the Group III Interest Distribution Amount
for the Group III Senior Certificates, the Group III Mezzanine Certificates, and
the Class III-CE Certificates for any Distribution Date, (1) the aggregate
amount of any Group III Prepayment Interest Shortfalls to the extent not covered
by payment by the Servicers pursuant to the related Servicing Agreement or the
Master Servicer pursuant to Section 3.20 shall first reduce the Net Monthly
Excess Cashflow for such Distribution Date, second, reduce the Group III
Interest Distribution Amount payable to the Class III-CE Certificates, third,
reduce the Group III Interest Distribution Amount payable to the Class III-M-3
Certificates, fourth, reduce the Group III Interest Distribution Amount payable
to the Class III-M-2 Certificates, fifth, reduce the Group III Interest
Distribution Amount payable to the Class III-M-1 Certificates and sixth, reduce
the Group III Interest Distribution Amount payable to the Group III Senior
Certificates, in that order, in each case on a PRO RATA basis based on, and to
the extent of, one month's interest at the then applicable respective
Pass-Through Rate on the respective Certificate Principal Balance or Notional
Amount, as applicable of each such Certificate and (2) the aggregate amount of
any Group III Realized Losses allocated to the Group III Mezzanine Certificates
and Net WAC Rate Carryover Amount paid to the Group III Senior Certificates,
other than the Class III-A-IO Certificates, and the Mezzanine Certificates
incurred for any Distribution Date shall be allocated to the Class III-CE
Certificates on a PRO RATA basis based on, and to the extent of, one month's
interest at the then applicable respective Pass-Through Rate on the Certificate
Principal Balance thereof on any Distribution Date, any Group III Relief Act
Interest Shortfalls shall be allocated to the Certificates on a pro rata basis
based on their respective Group III Interest Distribution Amount before such
reduction.

         For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC III Regular Interests for any Distribution Date, the
aggregate amount of any Unpaid Interest Shortfalls incurred in respect of the
Group III Loans for any Distribution Date shall be allocated first, to REMIC III
Regular Interest LT-III and REMIC III Regular Interest LT-III-P, to the extent
of one month's interest at the then applicable respective Uncertificated REMIC
III Pass-Through Rate on the Uncertificated Principal Balance of each such REMIC
III Regular Interest; and then, to REMIC III Regular Interest LT-III-IO-1, REMIC
III Regular Interest LT-III-IO-2, REMIC III Regular Interest LT-III-IO-3, REMIC
III Regular Interest LT-III-IO-4 and REMIC III Regular Interest LT-III-IO-5, in
each case to the extent of one month's interest at the then applicable
respective Uncertificated REMIC III Pass-Through Rate on the respective
Uncertificated Principal Balance of each such REMIC III Regular Interest.


                                      -62-
<PAGE>

                                   ARTICLE II
                            CONVEYANCE OF TRUST FUND;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                  Section 2.1 CONVEYANCE OF TRUST FUND. The Depositor,
concurrently with the execution and delivery hereof, does hereby transfer,
assign, set over and otherwise convey to the Trustee, on behalf of the Trust,
without recourse, for the benefit of the Certificateholders, all the right,
title and interest of the Depositor, including any security interest therein for
the benefit of the Depositor, in and to the Loans identified on the Loan
Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement
and the Assignment Agreements (including, without limitation the right to
enforce the obligations of the other parties thereto thereunder), and all other
assets included or to be included in REMIC I and REMIC III. Such assignment
includes all interest and principal received by the Depositor or the applicable
Servicer on or with respect to the Loans (other than payments of principal and
interest due on such Loans on or before the Cut-Off Date). The Depositor
herewith delivers to the Trustee executed copies of the Mortgage Loan Purchase
Agreement, the Servicing Agreements and the Assignment Agreements.

                  In connection with such transfer and assignment, the Depositor
does hereby deliver to, and deposit with the Custodian pursuant to the Custodial
Agreement the documents with respect to each Loan as described under Section 2
of the Custodial Agreement (the " Loan Documents"). In connection with such
delivery and as further described in the Custodial Agreement, the Custodian will
be required to review such Loan Documents and deliver to the Trustee, the
Depositor, the Master Servicer and the Seller certifications (in the forms
attached to the Custodial Agreement) with respect to such review with exceptions
noted thereon. In addition, the Depositor under the Custodial Agreement will
have to cure certain defects with respect to the Loan Documents for the related
Loans after the delivery thereof by the Depositor to the Custodian as more
particularly set forth therein.

                  Section 2.2 ACCEPTANCE BY TRUSTEE. The Trustee acknowledges
receipt, subject to the provisions of Section 2.1 hereof and Section 2 of the
Custodial Agreement, of the Loan Documents and all other assets included in the
definitions of "REMIC I" and "REMIC III" under clauses (i), (iii), (iv) and (v)
(to the extent of amounts deposited into the related Distribution Account) and
declares that it holds (or the Custodian on its behalf holds) and will hold such
documents and the other documents delivered to it constituting a Loan Document,
and that it holds (or the Custodian on its behalf holds) or will hold all such
assets and such other assets included in the definitions of "REMIC I" and "REMIC
III" in trust for the exclusive use and benefit of all present and future
Certificateholders.

                  Section 2.3 REPURCHASE OR SUBSTITUTION OF LOANS.

                  (a) Upon its discovery or its receipt of notice of any
         materially defective document in, or that a document is missing from, a
         Mortgage File or of a breach by the Seller of any representation,
         warranty or covenant under the Mortgage Loan


                                      -63-
<PAGE>

         Purchase Agreement in respect of any Loan that materially and adversely
         affects the value of such Loan or the interest therein of the related
         Certificateholders, the Trustee shall promptly notify the Seller of
         such defect, missing document or breach and request that the Seller
         deliver such missing document, cure such defect or breach within 60
         days from the date the Seller was notified of such missing document,
         defect or breach, and if the Seller does not deliver such missing
         document or cure such defect or breach in all material respects during
         such period, the Trustee shall enforce the obligations of the Seller
         under the Mortgage Loan Purchase Agreement to repurchase such Loan from
         REMIC I or REMIC III at the Purchase Price within 90 days after the
         date on which the Seller was notified of such missing document, defect
         or breach, if and to the extent that the Seller is obligated to do so
         under the Mortgage Loan Purchase Agreement. The Purchase Price for the
         repurchased Loan shall be deposited in the Distribution Account and the
         Trustee, upon receipt of written certification from the Securities
         Administrator of such deposit and receipt by the Custodian of a
         properly completed request for release for such Loan in the form of
         EXHIBIT 3 to the Custodial Agreement, shall release or cause the
         Custodian to release to the Seller the related Mortgage File and the
         Trustee shall execute and deliver such instruments of transfer or
         assignment, in each case without recourse, representation or warranty,
         as the Seller shall furnish to it and as shall be necessary to vest in
         the Seller any Loan released pursuant hereto, and the Trustee shall not
         have any further responsibility with regard to such Mortgage File. In
         lieu of repurchasing any such Loan as provided above, if so provided in
         the Mortgage Loan Purchase Agreement, the Seller may cause such Loan to
         be removed from REMIC I or REMIC III (in which case it shall become a
         Deleted Loan) and substitute one or more Substitute Loans in the manner
         and subject to the limitations set forth in Section 2.3(b). It is
         understood and agreed that the obligation of the Seller to cure or to
         repurchase (or to substitute for) any Loan as to which a document is
         missing, a material defect in a constituent document exists or as to
         which such a breach has occurred and is continuing shall constitute the
         sole remedy respecting such omission, defect or breach available to the
         Trustee and the Certificateholders.

                  In addition, promptly upon the earlier of discovery by the
Master Servicer or receipt of notice from the Servicer or the Seller to a
Responsible Officer of the Master Servicer of the breach of the representation
of the Seller set forth in Section 5(x) of the Mortgage Loan Purchase Agreement
which materially and adversely affects the interests of the Holders of the Class
III-P Certificates in any Prepayment Charge, the Master Servicer shall promptly
notify the Seller and the Trustee of such breach. The Trustee shall enforce the
obligations of the Seller under the Mortgage Loan Purchase Agreement to remedy
such breach to the extent and in the manner set forth in the Mortgage Loan
Purchase Agreement.

                  (b) Any substitution of Substitute Loans for Deleted Loans
         made pursuant to Section 2.3(a) must be effected prior to the date
         which is two years after the Startup Day for REMIC I and REMIC III.

                  As to any Deleted Loan for which the Seller, substitutes a
Substitute Loan or Loans, such substitution shall be effected by the Seller
delivering to the Trustee or the Custodian



                                      -64-
<PAGE>

on behalf of the Trustee, for such Substitute Loan or Loans, the Mortgage Note,
the Mortgage, the Assignment to the Trustee, and such other documents and
agreements, with all necessary endorsements thereon, as are required by Section
2 of the Custodial Agreement, as applicable, together with an Officers'
Certificate providing that each such Substitute Loan satisfies the definition
thereof and specifying the Substitution Shortfall Amount (as described below),
if any, in connection with such substitution. The Custodian on behalf of the
Trustee shall acknowledge receipt of such Substitute Loan or Loans and, within
ten Business Days thereafter, review such documents and deliver to the
Depositor, the Trustee and the Master Servicer, with respect to such Substitute
Loan or Loans, an initial certification pursuant to the Custodial Agreement,
with any applicable exceptions noted thereon. Within one year of the date of
substitution, the Custodian on behalf of the Trustee shall deliver to the
Depositor, the Trustee and the Master Servicer a final certification pursuant to
the Custodial Agreement with respect to such Substitute Loan or Loans, with any
applicable exceptions noted thereon. Monthly Payments due with respect to
Substitute Loans in the month of substitution are not part of REMIC I and REMIC
III and shall be retained by the Seller. For the month of substitution,
distributions to Certificateholders shall reflect the Monthly Payment due on
such Deleted Loan on or before the Due Date in the month of substitution, and
the Seller shall thereafter be entitled to retain all amounts subsequently
received in respect of such Deleted Loan. The Depositor shall give or cause to
be given written notice to the Certificateholders that such substitution has
taken place, shall amend the Loan Schedule to reflect the removal of such
Deleted Loan from the terms of this Agreement and the substitution of the
Substitute Loan or Loans and shall deliver a copy of such amended Loan Schedule
to the Trustee and the Master Servicer. Upon such substitution, such Substitute
Loan or Loans shall constitute part of the Trust Fund and shall be subject in
all respects to the terms of this Agreement and the Mortgage Loan Purchase
Agreement including all applicable representations and warranties thereof
included herein or in the Mortgage Loan Purchase Agreement.

                  For any month in which the Seller substitutes one or more
Substitute Loans for one or more Deleted Loans, the Master Servicer shall
determine the amount (the "Substitution Shortfall Amount"), if any, by which the
aggregate Purchase Price of all such Deleted Loans exceeds the aggregate of, as
to each such Substitute Loan, the Scheduled Principal Balance thereof as of the
Due Date in the month of substitution, together with one month's interest on
such Scheduled Principal Balance at the applicable Net Mortgage Rate, plus all
outstanding Advances and Servicing Advances (including Nonrecoverable Advances)
related thereto. On the date of such substitution, the Seller shall deliver or
cause to be delivered to the Securities Administrator for deposit in the related
Distribution Account an amount equal to the Substitution Shortfall Amount, if
any, and the Trustee or the Custodian on behalf of the Trustee, upon receipt of
the related Substitute Loan or Loans and certification by the Securities
Administrator of such deposit and receipt by the Custodian of a properly
completed request for release for such Loan in the form of EXHIBIT 3 to the
Custodial Agreement, shall release to the Seller the related Mortgage File or
Files and the Trustee shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, representation or warranty, as the
Seller shall deliver to it and as shall be necessary to vest therein any Deleted
Loan released pursuant hereto.



                                      -65-
<PAGE>

                  In addition, the Seller shall obtain at its own expense and
deliver to the Trustee an Opinion of Counsel to the effect that such
substitution will not cause (a) any federal tax to be imposed on any REMIC,
including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code, or (b) any REMIC to fail
to qualify as a REMIC at any time that any Certificate is outstanding.

                  (c) Upon discovery by the Depositor, the Seller, the Master
         Servicer or the Trustee that any Loan does not constitute a "qualified
         mortgage" within the meaning of Section 860G(a)(3) of the Code, the
         party discovering such fact shall within two Business Days give written
         notice thereof to the other parties. In connection therewith, the
         Seller shall repurchase or substitute one or more Substitute Loans for
         the affected Loan within 90 days of the earlier of discovery or receipt
         of such notice with respect to such affected Loan. Such repurchase or
         substitution shall be made by (i) the Seller, if the affected Loan's
         status as a non-qualified mortgage is or results from a breach of any
         representation, warranty or covenant made by the Seller under the
         Mortgage Loan Purchase Agreement or (ii) the Depositor, if the affected
         Loan's status as a non-qualified mortgage does not result from a breach
         of representation or warranty. Any such repurchase or substitution
         shall be made in the same manner as set forth in Section 2.3(a). The
         Trustee shall reconvey to the Seller or the Depositor the Loan to be
         released pursuant hereto in the same manner, and on the same terms and
         conditions, as it would a Loan repurchased for breach of a
         representation or warranty.

                  (d) Within 90 days of the earlier of discovery by the Master
         Servicer or receipt of notice by the Master Servicer of the breach of
         any representation, warranty or covenant of the Master Servicer set
         forth in Section 2.5 which materially and adversely affects the
         interests of the related Certificateholders in any Loan or Prepayment
         Charge, the Master Servicer shall cure such breach in all material
         respects.

                  Section 2.4 AUTHENTICATION AND DELIVERY OF CERTIFICATES;
DESIGNATION OF CERTIFICATES AS REMIC REGULAR AND RESIDUAL INTERESTS.

                  (a) The Trustee acknowledges the transfer to the extent
         provided herein and assignment to it of the Trust Fund and,
         concurrently with such transfer and assignment, has caused the
         Securities Administrator to execute and authenticate and has delivered
         to or upon the order of the Depositor, in exchange for the Trust Fund,
         Certificates evidencing the entire ownership of the Trust Fund.

                  (b) This Agreement shall be construed so as to carry out the
         intention of the parties that each of REMIC I, REMIC II, REMIC III,
         REMIC IV and REMIC V be treated as a REMIC at all times prior to the
         date on which the Trust Fund is terminated. The "regular interests"
         (within the meaning of Section 860G(a)(1) of the Code) in REMIC II
         shall consist of the Class I-A-1, Class I-A-X, Class I-A-PO, Class
         II-A-1, Class II-A-2, Class II-A-3, Class II-A-X, Class II-A-PO, Class
         M, Class B-1, Class B-2, Class B-3, Class



                                      -66-
<PAGE>

         B-4 and Class B-5 Certificates. The "residual interest" (within the
         meaning of Section 860G(a)(2) of the Code) in REMIC II shall consist of
         Component R-2. The "regular interests" (within the meaning of Section
         860G(a)(1) of the Code) of REMIC I shall consist of the REMIC I Regular
         Interests. The "residual interest" (within the meaning of Section
         860(G)(a)(2) of the Code) of REMIC I shall consist of Component R-1.

                  The "regular interests" (within the meaning of Section
860G(a)(1) of the Code) in REMIC V shall consist of the Group III Senior, Group
III Mezzanine and Class III-P Certificates. The "residual interest" (within the
meaning of Section 860G(a)(2) of the Code) in REMIC V shall consist of the
Component R-5. The "regular interests" (within the meaning of Section 860G(a)(1)
of the Code) of REMIC IV shall consist of the REMIC IV Regular Interests. The
"residual interest" (within the meaning of Section 860(G)(a)(2) of the Code) of
REMIC IV shall consist of the Component R-4. The "regular interests" (within the
meaning of Section 860G(a)(1) of the Code) of REMIC III shall consist of the
REMIC III Regular Interests. The "residual interest" (within the meaning of
Section 860(G)(a)(2) of the Code) of REMIC III shall consist of the Component
R-3.

                  Section 2.5 REPRESENTATIONS AND WARRANTIES OF THE MASTER
SERVICER. The Master Servicer hereby represents, warrants and covenants to the
Trustee, for the benefit of each of the Trustee, the Certificateholders and the
Depositor that as of the Closing Date or as of such date specifically provided
herein:

                  (i) The Master Servicer is a national banking association duly
         formed, validly existing and in good standing under the laws of the
         United States of America and is duly authorized and qualified to
         transact any and all business contemplated by this Agreement to be
         conducted by the Master Servicer;

                  (ii) The Master Servicer has the full power and authority to
         conduct its business as presently conducted by it and to execute,
         deliver and perform, and to enter into and consummate, all transactions
         contemplated by this Agreement. The Master Servicer has duly authorized
         the execution, delivery and performance of this Agreement, has duly
         executed and delivered this Agreement, and this Agreement, assuming due
         authorization, execution and delivery by the Depositor and the Trustee,
         constitutes a legal, valid and binding obligation of the Master
         Servicer, enforceable against it in accordance with its terms except as
         the enforceability thereof may be limited by bankruptcy, insolvency,
         reorganization or similar laws affecting the enforcement of creditors'
         rights generally and by general principles of equity;

                  (iii) The execution and delivery of this Agreement by the
         Master Servicer, the consummation by the Master Servicer of any other
         of the transactions herein contemplated, and the fulfillment of or
         compliance with the terms hereof are in the ordinary course of business
         of the Master Servicer and will not (A) result in a breach of any term
         or provision of charter and by-laws of the Master Servicer or (B)
         conflict with, result in a breach, violation or acceleration of, or
         result in a default under, the terms of



                                      -67-
<PAGE>

         any other material agreement or instrument to which the Master Servicer
         is a party or by which it may be bound, or any statute, order or
         regulation applicable to the Master Servicer of any court, regulatory
         body, administrative agency or governmental body having jurisdiction
         over the Master Servicer; and the Master Servicer is not a party to,
         bound by, or in breach or violation of any indenture or other agreement
         or instrument, or subject to or in violation of any statute, order or
         regulation of any court, regulatory body, administrative agency or
         governmental body having jurisdiction over it, which materially and
         adversely affects or, to the Master Servicer's knowledge, would in the
         future materially and adversely affect, (x) the ability of the Master
         Servicer to perform its obligations under this Agreement or (y) the
         business, operations, financial condition, properties or assets of the
         Master Servicer taken as a whole;

                  (iv) The Master Servicer does not believe, nor does it have
         any reason or cause to believe, that it cannot perform each and every
         covenant made by it and contained in this Agreement;

                  (v) No litigation is pending against the Master Servicer that
         would materially and adversely affect the execution, delivery or
         enforceability of this Agreement or the ability of the Master Servicer
         to perform any of its other obligations hereunder in accordance with
         the terms hereof;

                  (vi) There are no actions or proceedings against, or
         investigations known to it of, the Master Servicer before any court,
         administrative or other tribunal (A) that might prohibit its entering
         into this Agreement, (B) seeking to prevent the consummation of the
         transactions contemplated by this Agreement or (C) that might prohibit
         or materially and adversely affect the performance by the Master
         Servicer of its obligations under, or validity or enforceability of,
         this Agreement; and

                  (vii) No consent, approval, authorization or order of any
         court or governmental agency or body is required for the execution,
         delivery and performance by the Master Servicer of, or compliance by
         the Master Servicer with, this Agreement or the consummation by it of
         the transactions contemplated by this Agreement, except for such
         consents, approvals, authorizations or orders, if any, that have been
         obtained prior to the Closing Date.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.5 shall inure to the
benefit of the Trustee, the Depositor and the Certificateholders.

                  Section 2.6 ESTABLISHMENT OF THE TRUST.

                  The Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York, an express
trust to be known, for convenience, as "Deutsche Mortgage Securities, Inc.,
Mortgage Loan Trust, Series 2004-1" and



                                      -68-
<PAGE>

does hereby appoint HSBC Bank USA, as Trustee in accordance with the provisions
of this Agreement.



                                      -69-
<PAGE>

                                  ARTICLE III

               ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

                  Section 3.1 MASTER SERVICER. The Master Servicer shall
supervise, monitor and oversee the obligation of the Servicers to service and
administer their respective Loans in accordance with the terms of the applicable
Servicing Agreement and shall have full power and authority to do any and all
things which it may deem necessary or desirable in connection with such master
servicing and administration. In performing its obligations hereunder, the
Master Servicer shall act in a manner consistent with Accepted Master Servicing
Practices. Furthermore, the Master Servicer shall oversee and consult with each
Servicer as necessary from time-to-time to carry out the Master Servicer's
obligations hereunder, shall receive, review and evaluate all reports,
information and other data provided to the Master Servicer by each Servicer and
shall cause each Servicer to perform and observe the covenants, obligations and
conditions to be performed or observed by such Servicer under the applicable
Servicing Agreement. The Master Servicer shall independently and separately
monitor each Servicer's servicing activities with respect to each related Loan,
reconcile the results of such monitoring with such information provided in the
previous sentence on a monthly basis and coordinate corrective adjustments to
the Servicers' and Master Servicer's records, and based on such reconciled and
corrected information, prepare the statements specified in Section 4.8 and any
other information and statements required to be provided by the Master Servicer
hereunder. The Master Servicer shall reconcile the results of its loan
monitoring with the actual remittances of the Servicers to the related
Distribution Account pursuant to the applicable Servicing Agreements.

                  The Trustee shall furnish the Servicers and the Master
Servicer with any limited powers of attorney and other documents in form as
provided to it necessary or appropriate to enable the Servicers and the Master
Servicer to service or master service and administer the related Loans and REO
Property. The Trustee shall have no responsibility for any action of the Master
Servicer or any Servicer pursuant to any such limited power of attorney and
shall be indemnified by the Master Servicer or such Servicer for any cost,
liability or expense arising from the misuse thereof by the Master Servicer or
such Servicer.

                  The Trustee, the Custodian and the Securities Administrator
shall provide access to the records and documentation in possession of the
Trustee, the Custodian or the Securities Administrator regarding the related
Loans and REO Property and the servicing thereof to the Certificateholders, the
FDIC, and the supervisory agents and examiners of the FDIC, such access being
afforded only upon reasonable prior written request and during normal business
hours at the office of the Trustee, the Custodian or the Securities
Administrator; provided, however, that, unless otherwise required by law, none
of the Trustee, the Custodian or the Securities Administrator shall be required
to provide access to such records and documentation if the provision thereof
would violate the legal right to privacy of any Mortgagor. The Trustee, the
Custodian and the Securities Administrator shall allow representatives of the
above entities to photocopy any of the records and documentation and shall
provide equipment for that purpose at a charge that covers the Trustee's, the
Custodian's or the Securities Administrator's actual costs.



                                      -70-
<PAGE>

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

                  Section 3.2 REMIC-RELATED COVENANTS. For as long as each REMIC
shall exist, the Trustee and the Securities Administrator shall treat each REMIC
as a REMIC, and the Trustee and the Securities Administrator shall comply with
any directions of the Seller, the related Servicer or the Master Servicer to
assure such continuing treatment. In particular, the Trustee shall not (a) sell
or permit the sale of all or any portion of the Loans or of any investment of
deposits in an Account unless such sale is as a result of a repurchase of the
Loans pursuant to this Agreement or the Trustee has received an Opinion of
Counsel stating that such sale will not result in an Adverse REMIC Event as
defined in Section 10.1(f) hereof prepared at the expense of the Trust Fund; and
(b) other than with respect to a substitution pursuant to the Mortgage Loan
Purchase Agreements, the Assignment Agreements or Section 2.3 of this Agreement,
as applicable, accept any contribution to any REMIC after the Startup Day
without receipt of an Opinion of Counsel stating that such contribution will not
result in an Adverse REMIC Event as defined in Section 10.1(f) hereof.

                  Section 3.3 MONITORING OF SERVICERS. (a) The Master Servicer
shall be responsible for monitoring the compliance by each Servicer with its
duties under the related Servicing Agreement. In the review of each Servicer's
activities, the Master Servicer may rely upon an officer's certificate of any
Servicer with regard to such Servicer's compliance with the terms of its
Servicing Agreement. In the event that the Master Servicer, in its judgment,
determines that a Servicer should be terminated in accordance with its Servicing
Agreement, or that a notice should be sent pursuant to such Servicing Agreement
with respect to the occurrence of an event that, unless cured, would constitute
grounds for such termination, the Master Servicer shall notify the Seller and
the Trustee thereof and the Master Servicer shall issue such notice or take such
other action as it deems appropriate.

                  (b) The Master Servicer, for the benefit of the Trustee and
         the Certificateholders, shall enforce the obligations of each Servicer
         under the related Servicing Agreement, and shall, in the event that a
         Servicer fails to perform its obligations in accordance with the
         related Servicing Agreement, subject to the preceding paragraph,
         terminate the rights and obligations of such Servicer thereunder and
         act as servicer of the related Loans or to cause the Trustee to enter
         in to a new Servicing Agreement with a successor Servicer selected by
         the Master Servicer; provided, however, it is understood and
         acknowledged by the parties hereto that there will be a period of
         transition (not to exceed 90 days) before the actual servicing
         functions can be fully transferred to such successor Servicer. Such
         enforcement, including, without limitation, the legal prosecution of
         claims,



                                      -71-
<PAGE>

         termination of Servicing Agreements and the pursuit of other
         appropriate remedies, shall be in such form and carried out to such an
         extent and at such time as the Master Servicer, in its good faith
         business judgment, would require were it the owner of the related
         Loans. The Master Servicer shall pay the costs of such enforcement at
         its own expense, provided that the Master Servicer shall not be
         required to prosecute or defend any legal action except to the extent
         that the Master Servicer shall have received reasonable indemnity for
         its costs and expenses in pursuing such action.

                  (c) To the extent that the costs and expenses of the Master
         Servicer related to any termination of a Servicer, appointment of a
         successor Servicer or the transfer and assumption of servicing by the
         Master Servicer with respect to any Servicing Agreement (including,
         without limitation, (i) all legal costs and expenses and all due
         diligence costs and expenses associated with an evaluation of the
         potential termination of the Servicer as a result of an event of
         default by such Servicer and (ii) all costs and expenses associated
         with the complete transfer of servicing, including all servicing files
         and all servicing data and the completion, correction or manipulation
         of such servicing data as may be required by the successor servicer to
         correct any errors or insufficiencies in the servicing data or
         otherwise to enable the successor servicer to service the Loans in
         accordance with the related Servicing Agreement) are not fully and
         timely reimbursed by the terminated Servicer, the Master Servicer shall
         be entitled to reimbursement of such costs and expenses from the
         related Distribution Account.

                  (d) The Master Servicer shall require each Servicer to comply
         with the remittance requirements and other obligations set forth in the
         related Servicing Agreement.

                  (e) If the Master Servicer acts as Servicer, it shall not
         assume liability for the representations and warranties of the
         Servicer, if any, that it replaces.

                  Section 3.4 FIDELITY BOND. The Master Servicer, at its
expense, shall maintain in effect a blanket fidelity bond and an errors and
omissions insurance policy that would meet the requirements of Fannie Mae or
Freddie Mac, affording coverage with respect to all directors, officers,
employees and other Persons acting on such Master Servicer's behalf, and
covering errors and omissions in the performance of the Master Servicer's
obligations hereunder. The errors and omissions insurance policy and the
fidelity bond shall be in such form and amount generally acceptable for entities
serving as master servicers or trustees.

                  Section 3.5 POWER TO ACT; PROCEDURES. The Master Servicer
shall master service the Loans and shall have full power and authority, subject
to the REMIC Provisions and the provisions of Article X hereof, to do any and
all things that it may deem necessary or desirable in connection with the master
servicing and administration of the Loans, including but not limited to the
power and authority (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to
collect any Insurance Proceeds and Liquidation



                                      -72-
<PAGE>

Proceeds, and (iv) to effectuate foreclosure or other conversion of the
ownership of the Mortgaged Property securing any Loan, in each case, in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable; provided, however, that the Master Servicer shall not
(and, consistent with its responsibilities under Section 3.3, shall not permit
any Servicer to) knowingly or intentionally take any action, or fail to take (or
fail to cause to be taken) any action reasonably within its control and the
scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, would cause any REMIC to
fail to qualify as a REMIC or result in the imposition of a tax upon the Trust
Fund (including but not limited to the tax on prohibited transactions as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code) unless the Master Servicer has received an
Opinion of Counsel (but not at the expense of the Master Servicer) to the effect
that the contemplated action will not cause any REMIC to fail to qualify as a
REMIC or result in the imposition of a tax upon any REMIC. The Trustee shall
furnish the Master Servicer, upon written request from a Servicing Officer, with
any powers of attorney empowering the Master Servicer or any Servicer to execute
and deliver instruments of satisfaction or cancellation, or of partial or full
release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
Property, and to appeal, prosecute or defend in any court action relating to the
Loans or the Mortgaged Property, in accordance with the applicable Servicing
Agreement and this Agreement, and the Trustee shall execute and deliver such
other documents, as the Master Servicer or applicable Servicer may request, to
enable the Master Servicer to master service and administer the Loans and carry
out its duties hereunder, in each case in accordance with Accepted Master
Servicing Practices (and the Trustee shall have no liability for the misuse of
any such powers of attorney by the Master Servicer or any Servicer and shall be
indemnified by the Master Servicer or such Servicer for any costs, liabilities
or expenses incurred by the Trustee in connection with such misuse). If the
Master Servicer or the Trustee has been advised that it is likely that the laws
of the state in which action is to be taken prohibit such action if taken in the
name of the Trustee or that the Trustee would be adversely affected under the
"doing business" or tax laws of such state if such action is taken in its name,
the Master Servicer shall join with the Trustee in the appointment of a
co-trustee pursuant to Section 8.10 hereof. In the performance of its duties
hereunder, the Master Servicer shall be an independent contractor and shall not,
except in those instances where it is taking action authorized pursuant to this
Agreement to be taken by it in the name of the Trustee, be deemed to be the
agent of the Trustee.

                  Section 3.6 DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS. To the
extent provided in the applicable Servicing Agreement and to the extent Loans
contain enforceable due-on-sale clauses, the Master Servicer shall cause the
Servicers to enforce such clauses in accordance with the applicable Servicing
Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
or such clause is otherwise not enforced in accordance with the applicable
Servicing Agreement, and, as a consequence, a Loan is assumed, the original
Mortgagor may be released from liability in accordance with the applicable
Servicing Agreement.



                                      -73-
<PAGE>

                  Section 3.7 RELEASE OF MORTGAGE FILES.

                  (a) Upon becoming aware of the payment in full of any Loan, or
         the receipt by any Servicer of a notification that payment in full has
         been escrowed in a manner customary for such purposes for payment to
         Certificateholders on the next Distribution Date, the applicable
         Servicer will (or if the Servicer does not, the Master Servicer may),
         if required under the applicable Servicing Agreement, promptly furnish
         to the Custodian, on behalf of the Trustee, two copies of a request for
         release substantially in the form attached to the Custodial Agreement,
         and signed by a Servicing Officer or in a mutually agreeable electronic
         format which will, in lieu of a signature on its face, originate from a
         Servicing Officer (which certification shall include a statement to the
         effect that all amounts received in connection with such payment that
         are required to be deposited in the Protected Account maintained by the
         applicable Servicer pursuant to its Servicing Agreement have been or
         will be so deposited) and shall request that the Custodian, on behalf
         of the Trustee, deliver to the applicable Servicer the related Mortgage
         File. Upon receipt of such certification and request, the Custodian, on
         behalf of the Trustee, shall promptly release the related Mortgage File
         to the applicable Servicer and the Trustee and Custodian shall have no
         further responsibility with regard to such Mortgage File. Upon any such
         payment in full, each Servicer is authorized to give, as agent for the
         Trustee, as the mortgagee under the Mortgage that secured the Loan, an
         instrument of satisfaction (or assignment of mortgage without recourse)
         regarding the Mortgaged Property subject to the Mortgage, which
         instrument of satisfaction or assignment, as the case may be, shall be
         delivered to the Person or Persons entitled thereto against receipt
         therefor of such payment, it being understood and agreed that no
         expenses incurred in connection with such instrument of satisfaction or
         assignment, as the case may be, shall be chargeable to the related
         Distribution Account.

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



                                      -74-
<PAGE>

                  Section 3.8 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF
MASTER SERVICER TO BE HELD FOR TRUSTEE.

                  (a) The Master Servicer shall transmit and each Servicer (to
         the extent required by the related Servicing Agreement) shall transmit
         to the Trustee or Custodian such documents and instruments coming into
         the possession of the Master Servicer or such Servicer from time to
         time as are required by the terms hereof, or in the case of the
         Servicers, the applicable Servicing Agreement, to be delivered to the
         Trustee or Custodian. Any funds received by the Master Servicer or by a
         Servicer in respect of any Loan or which otherwise are collected by the
         Master Servicer or by a Servicer as Liquidation Proceeds or Insurance
         Proceeds in respect of any Loan shall be held for the benefit of the
         Trustee and the related Certificateholders subject to the Master
         Servicer's right to retain or withdraw from the related Distribution
         Account the Master Servicing Compensation and other amounts provided in
         this Agreement, and to the right of each Servicer to retain its
         Servicing Fee and other amounts as provided in the applicable Servicing
         Agreement. The Master Servicer shall, and (to the extent provided in
         the applicable Servicing Agreement) shall cause each Servicer to,
         provide access to information and documentation regarding the Loans to
         the Trustee, its agents and accountants at any time upon reasonable
         request and during normal business hours, and to Certificateholders
         that are savings and loan associations, banks or insurance companies,
         the OTS, the FDIC and the supervisory agents and examiners of such
         Office and Corporation or examiners of any other federal or state
         banking or insurance regulatory authority if so required by applicable
         regulations of the OTS or other regulatory authority, such access to be
         afforded without charge but only upon reasonable request in writing and
         during normal business hours at the offices of the Master Servicer
         designated by it. In fulfilling such a request the Master Servicer
         shall not be responsible for determining the sufficiency of such
         information.

                  (b) All Mortgage Files and funds collected or held by, or
         under the control of, the Master Servicer, in respect of any Loans,
         whether from the collection of principal and interest payments or from
         Liquidation Proceeds or Insurance Proceeds, shall be held by the Master
         Servicer for and on behalf of the Trustee and the related
         Certificateholders and shall be and remain the sole and exclusive
         property of the Trustee; provided, however, that the Master Servicer
         and each Servicer shall be entitled to setoff against, and deduct from,
         any such funds any amounts that are properly due and payable to the
         Master Servicer or such Servicer under this Agreement or the applicable
         Servicing Agreement.

                  Section 3.9 STANDARD HAZARD INSURANCE AND FLOOD INSURANCE
POLICIES.

                  (a) For each Loan, the Master Servicer shall enforce any
         obligation of the Servicers under the related Servicing Agreements to
         maintain or cause to be maintained standard fire and casualty insurance
         and, where applicable, flood insurance, all in accordance with the
         provisions of the related Servicing Agreements. It is understood and
         agreed that such insurance shall be with insurers meeting the
         eligibility requirements set



                                      -75-
<PAGE>

         forth in the applicable Servicing Agreement and that no earthquake or
         other additional insurance is to be required of any Mortgagor or to be
         maintained on property acquired in respect of a defaulted loan, other
         than pursuant to such applicable laws and regulations as shall at any
         time be in force and as shall require such additional insurance.

                  (b) Pursuant to Section 3.23, any amounts collected by the
         Master Servicer, or by any Servicer, under any insurance policies
         (other than amounts to be applied to the restoration or repair of the
         property subject to the related Mortgage or released to the Mortgagor
         in accordance with the applicable Servicing Agreement) shall be
         deposited into the related Distribution Account, subject to withdrawal
         pursuant to Section 3.24. Any cost incurred by the Master Servicer or
         any Servicer in maintaining any such insurance if the Mortgagor
         defaults in its obligation to do so shall be added to the amount owing
         under the Loan where the terms of the Loan so permit; provided,
         however, that the addition of any such cost shall not be taken into
         account for purposes of calculating the distributions to be made to
         Certificateholders and shall be recoverable by the Master Servicer or
         such Servicer pursuant to Section 3.24.

                  Section 3.10 PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS.
The Master Servicer shall (to the extent provided in the applicable Servicing
Agreement) cause the related Servicer to, prepare and present on behalf of the
Trustee and the related Certificateholders all claims under any insurance
policies and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured's claim) as shall be necessary to
realize recovery under such policies. Any proceeds disbursed to the Master
Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in
respect of such policies, bonds or contracts shall be promptly deposited in the
related Distribution Account upon receipt, except that any amounts realized that
are to be applied to the repair or restoration of the related Mortgaged Property
as a condition precedent to the presentation of claims on the related Loan to
the insurer under any applicable insurance policy need not be so deposited (or
remitted).

                  Section 3.11 MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE
POLICIES.

                  (a) The Master Servicer shall not take, or permit any Servicer
         (to the extent such action is prohibited under the applicable Servicing
         Agreement) to take, any action that would result in noncoverage under
         any primary mortgage insurance policy of any loss which, but for the
         actions of such Master Servicer or Servicer, would have been covered
         thereunder. The Master Servicer shall use its best reasonable efforts
         to cause each Servicer (to the extent required under the related
         Servicing Agreement) to keep in force and effect (to the extent that
         the Loan requires the Mortgagor to maintain such insurance), primary
         mortgage insurance applicable to each Loan in accordance with the
         provisions of this Agreement and the related Servicing Agreement, as
         applicable. The Master Servicer shall not, and shall not permit any
         Servicer (to the extent required under the related Servicing Agreement)
         to, cancel or refuse to renew any primary mortgage insurance policy
         that is in effect at the date of the initial issuance of the Mortgage
         Note and is required to be



                                      -76-
<PAGE>

         kept in force hereunder except in accordance with the provisions of
         this Agreement and the related Servicing Agreement, as applicable.

                  (b) The Master Servicer agrees to cause each Servicer (to the
         extent required under the related Servicing Agreement) to present, on
         behalf of the Trustee and the related Certificateholders, claims to the
         insurer under any primary mortgage insurance policies and, in this
         regard, to take such reasonable action as shall be necessary to permit
         recovery under any primary mortgage insurance policies respecting
         defaulted Loans. Pursuant to Sections 3.22 and 3.23, any amounts
         collected by the Master Servicer or any Servicer under any primary
         mortgage insurance policies shall be deposited by the related Servicer
         in its Protected Account or by the Master Servicer in the related
         Distribution Account, subject to withdrawal pursuant to Sections 3.22
         or 3.24, as applicable.

                  Section 3.12 TRUSTEE TO RETAIN POSSESSION OF CERTAIN INSURANCE
POLICIES AND DOCUMENTS.

                  The Trustee or the applicable Custodian, shall retain
possession and custody of the originals (to the extent available) of any primary
mortgage insurance policies, or certificate of insurance if applicable, and any
certificates of renewal as to the foregoing as may be issued from time to time
as contemplated by this Agreement. Until all amounts distributable in respect of
the Group I Senior, Group II Senior and Group I/II Subordinate Certificates or
the Group III Certificates have been distributed in full and the Master Servicer
otherwise has fulfilled its obligations under this Agreement, the Trustee or the
Custodian shall also retain possession and custody of each related Mortgage File
in accordance with and subject to the terms and conditions of this Agreement and
the Custodial Agreement. The Master Servicer shall promptly deliver or cause to
be delivered to the Trustee or the Custodian, upon the execution or receipt
thereof the originals of any primary mortgage insurance policies, any
certificates of renewal, and such other documents or instruments that constitute
Loan Documents that come into the possession of the Master Servicer from time to
time.

                  Section 3.13 REALIZATION UPON DEFAULTED LOANS. The Master
Servicer shall cause each Servicer (to the extent required under the related
Servicing Agreement) to foreclose upon, repossess or otherwise comparably
convert the ownership of Mortgaged Properties securing such of the Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments, all in accordance with the
applicable Servicing Agreement.

                  Section 3.14 COMPENSATION FOR THE MASTER SERVICER.

                  (a) In addition to the Master Servicer's right to receive its
         Master Servicing Fee, all income and gain realized from any investment
         of funds in the related Distribution Accounts shall be for the benefit
         of the Master Servicer as compensation. Servicing compensation in the
         form of assumption fees, if any, late payment charges, as collected, if
         any, or otherwise (but not Prepayment Charges) shall be retained by the


                                      -77-
<PAGE>

         applicable Servicer and shall not be deposited in the Protected
         Account. The Master Servicer shall be required to pay all expenses
         incurred by it in connection with its activities hereunder and shall
         not be entitled to reimbursement therefor except as provided in this
         Agreement.

                  (b) The amount of the aggregate compensation payable as set
         forth in Section 3.14(a) (the "Master Servicing Compensation") to the
         Master Servicer in respect of any Distribution Date shall be reduced in
         accordance with Section 3.20.

                  Section 3.15 REO PROPERTY.

                  (a) In the event the Trust Fund acquires ownership of any REO
         Property in respect of any related Loan, the deed or certificate of
         sale shall be issued to the Trustee, or to its nominee, on behalf of
         the related Certificateholders. The Master Servicer shall, to the
         extent provided in the applicable Servicing Agreement, cause the
         applicable Servicer to sell any REO Property as expeditiously as
         possible and in accordance with the provisions of this Agreement and
         the related Servicing Agreement, as applicable. Further, the Master
         Servicer shall, to the extent provided in the related Servicing
         Agreement, cause the applicable Servicer to sell any REO Property prior
         to three years after the end of the calendar year of its acquisition by
         REMIC I or REMIC III, as applicable, unless (i) the Trustee shall have
         been supplied with an Opinion of Counsel to the effect that the holding
         by the Trust Fund of such REO Property subsequent to such three-year
         period will not result in the imposition of taxes on "prohibited
         transactions" of any REMIC hereunder as defined in section 860F of the
         Code or cause any REMIC hereunder to fail to qualify as a REMIC at any
         time that any Certificates are outstanding, in which case the Trust
         Fund may continue to hold such Mortgaged Property (subject to any
         conditions contained in such Opinion of Counsel) or (ii) the applicable
         Servicer shall have applied for, prior to the expiration of such
         three-year period, an extension of such three-year period in the manner
         contemplated by Section 856(e)(3) of the Code, in which case the
         three-year period shall be extended by the applicable extension period.
         The Master Servicer shall cause the applicable Servicer (to the extent
         provided in the related Servicing Agreement) to protect and conserve,
         such REO Property in the manner and to the extent required by the
         applicable Servicing Agreement, in accordance with the REMIC Provisions
         and in a manner that does not result in a tax on "net income from
         foreclosure property" or cause such REO Property to fail to qualify as
         "foreclosure property" within the meaning of Section 860G(a)(8) of the
         Code.

                  (b) The Master Servicer shall, to the extent required by the
         related Servicing Agreement, cause the applicable Servicer to deposit
         all funds collected and received in connection with the operation of
         any REO Property in the Protected Account.

                  (c) The Master Servicer and the applicable Servicer, upon the
         final disposition of any REO Property, shall be entitled to
         reimbursement for any related unreimbursed Advances and other
         unreimbursed advances as well as any unpaid Servicing Fees from
         Liquidation Proceeds received in connection with the final disposition
         of such



                                      -78-
<PAGE>

         REO Property; provided, that any such unreimbursed Advances as well as
         any unpaid Servicing Fees may be reimbursed or paid, as the case may
         be, prior to final disposition, out of any net rental income or other
         net amounts derived from such REO Property.

                  (d) To the extent provided in the related Servicing Agreement,
         the Liquidation Proceeds from the final disposition of the REO
         Property, net of any payment to the Master Servicer and the applicable
         Servicer as provided above shall be deposited in the Protected Account
         on or prior to the Determination Date in the month following receipt
         thereof and be remitted by wire transfer in immediately available funds
         to the Master Servicer for deposit into the related Distribution
         Account on the next succeeding Remittance Date.

                  Section 3.16 ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.

                  (a) The Master Servicer shall deliver to the Trustee and the
         Rating Agencies on or before March 15 of each year, commencing on March
         15, 2005, an Officer's Certificate signed by a Servicing Officer,
         certifying that with respect to the period ending December 31 of the
         prior year: (i) such Servicing Officer has reviewed the activities of
         such Master Servicer during the preceding calendar year or portion
         thereof and its performance under this Agreement, (ii) to the best of
         such Servicing Officer's knowledge, based on such review, such Master
         Servicer has performed and fulfilled its duties, responsibilities and
         obligations under this Agreement in all material respects throughout
         such year, or, if there has been a default in the fulfillment of any
         such duties, responsibilities or obligations, specifying each such
         default known to such Servicing Officer and the nature and status
         thereof, (iii) nothing has come to the attention of such Servicing
         Officer to lead such Servicing Officer to believe that any Servicer has
         failed to perform any of its duties, responsibilities and obligations
         under its Servicing Agreement in all material respects throughout such
         year, or, if there has been a material default in the performance or
         fulfillment of any such duties, responsibilities or obligations,
         specifying each such default known to such Servicing Officer and the
         nature and status thereof.

                  (b) Copies of such statements shall be provided to any related
         Certificateholder upon request, by the Master Servicer or by the
         Trustee at the Master Servicer's expense if the Master Servicer failed
         to provide such copies (unless (i) the Master Servicer shall have
         failed to provide the Trustee with such statement or (ii) the Trustee
         shall be unaware of the Master Servicer's failure to provide such
         statement).

                  Section 3.17 ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT.
If the Master Servicer has, during the course of any fiscal year, directly
serviced any of the Loans, then the Master Servicer at its expense shall cause a
nationally recognized firm of independent certified public accountants to
furnish a statement to the Trustee, the Rating Agencies and the Seller on or
before March 15 of each year, commencing on March 15, 2005 to the effect that,
with respect to the most recently ended fiscal year, such firm has examined
certain records and documents relating to the Master Servicer's performance of
its servicing obligations under this Agreement



                                      -79-
<PAGE>

and pooling and servicing and trust agreements in material respects similar to
this Agreement and to each other and that, on the basis of such examination
conducted substantially in compliance with the audit program for mortgages
serviced for Freddie Mac or the Uniform Single Attestation Program for Mortgage
Bankers, such firm is of the opinion that the Master Servicer's activities have
been conducted in compliance with this Agreement, or that such examination has
disclosed no material items of noncompliance except for (i) such exceptions as
such firm believes to be immaterial, (ii) such other exceptions as are set forth
in such statement and (iii) such exceptions that the Uniform Single Attestation
Program for Mortgage Bankers or the Audit Program for Mortgages Serviced by
Freddie Mac requires it to report. Copies of such statements shall be provided
to any Certificateholder upon request by the Master Servicer, or by the Trustee
at the expense of the Master Servicer if the Master Servicer shall fail to
provide such copies (unless (i) the Master Servicer shall have failed to provide
the Trustee with such statement or (ii) the Trustee shall be unaware of the
Master Servicer's failure to provide such statement). If such report discloses
exceptions that are material, the Master Servicer shall advise the Trustee
whether such exceptions have been or are susceptible of cure, and shall take
prompt action to do so.

                  Section 3.18 REPORTS FILED WITH SECURITIES AND EXCHANGE
COMMISSION.

                  (a) Within 15 days after each Distribution Date, the Master
         Servicer shall, in accordance with industry standards, file with the
         Commission via the Electronic Data Gathering and Retrieval System
         ("EDGAR"), a Form 8-K with a copy of the statement to be furnished by
         the Securities Administrator to the Certificateholders for such
         Distribution Date as an exhibit thereto. Prior to January 30, 2005, the
         Master Servicer shall, in accordance with industry standards, file a
         Form 15 Suspension Notice with respect to the Trust Fund, if
         applicable. Prior to March 30, 2005 and annually thereafter (if
         required), the Master Servicer shall file a Form 10-K, in substance
         conforming to industry standards, with respect to the Trust Fund. Such
         Form 10-K shall include, to the extent available, as exhibits (i) each
         applicable Servicer's annual statement of compliance described under
         the related Servicing Agreement, (ii) each applicable Servicer's
         accountant's report described under the related Servicing Agreement,
         (iii) the Master Servicer's accountant's report described in Section
         3.17, if applicable, in each case to the extent timely delivered, if
         applicable, to the Master Servicer, and (iv) a written certification
         signed by an officer of the Master Servicer that complies with the
         Sarbanes-Oxley Act of 2002 as in effect on the date of this Agreement
         and the February 3, 2003, Statement by the Staff of the Division of
         Corporation Finance of the Commission Regarding Compliance by
         Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14 as in
         effect as of the date of this Agreement. The Depositor hereby grants to
         the Master Servicer a limited power of attorney to execute and file
         each Form 8-K and Form 10-K on behalf of the Depositor. Such power of
         attorney shall continue until either the earlier of (i) receipt by the
         Master Servicer from the Depositor of written termination of such power
         of attorney and (ii) the termination of the Trust Fund. The Depositor
         and the Trustee each agree to promptly furnish to the Master Servicer,
         from time to time upon request, such further information, reports and
         financial statements within



                                      -80-
<PAGE>

         its control related to this Agreement and the Loans as the Master
         Servicer reasonably deems appropriate to prepare and file all necessary
         reports with the Commission. The Master Servicer shall cooperate with
         the Depositor in connection with any additional filings with respect to
         the Trust Fund as the Depositor deems necessary under the Exchange Act.
         Copies of all reports filed by the Master Servicer under the Exchange
         Act shall be sent to the Depositor.

                  (b) The Master Servicer shall indemnify and hold harmless the
         Depositor, the Trustee and their respective officers, directors and
         Affiliates from and against any losses, damages, penalties, fines,
         forfeitures, reasonable and necessary legal fees and related costs,
         judgments and other costs and expenses arising out of or based upon a
         breach of the Master Servicer's obligations under this Section 3.18 or
         the Master Servicer's negligence, bad faith or willful misconduct in
         connection therewith. Fees and expenses incurred by the Master Servicer
         in connection with this Section 3.18 shall not be reimbursable from the
         Trust Fund.

                  Section 3.19 UCC. The Depositor shall file any financing
statements or amendments thereto required by any change in the Uniform
Commercial Code. The Depositor agrees to file continuation statements for any
such Uniform Commercial Code financing statements which the Seller or the
Depositor filed in connection with the Trust.

                  Section 3.20 OBLIGATION OF THE MASTER SERVICER IN RESPECT OF
COMPENSATING INTEREST. The Master Servicer shall deposit in the related
Distribution Account not later than each related Distribution Account Deposit
Date an amount equal to the lesser of (i) the aggregate amounts required to be
paid by the Servicers under the Servicing Agreements with respect to
Compensating Interest on the related Loans for the related Distribution Date,
and not so paid by the related Servicers and (ii) the Master Servicing
Compensation for such Distribution Date without reimbursement therefor.

                  Section 3.21 RESERVED.

                  Section 3.22 PROTECTED ACCOUNTS.

                  (a) The Master Servicer shall enforce the obligation of each
         Servicer to establish and maintain a Protected Account in accordance
         with the applicable Servicing Agreement, with records to be kept with
         respect thereto on a Loan by Loan basis, into which accounts shall be
         deposited within 48 hours (or as of such other time specified in the
         related Servicing Agreement) of receipt all collections of principal
         and interest on any Loan and with respect to any REO Property received
         by a Servicer, including Principal Prepayments, Insurance Proceeds,
         Liquidation Proceeds, and advances made from the Servicer's own funds
         (less servicing compensation as permitted by the applicable Servicing
         Agreement in the case of any Servicer) and all other amounts to be
         deposited in the Protected Account. Each Servicer is hereby authorized
         to make withdrawals from and deposits to the related Protected Account
         for purposes required or permitted by the related



                                      -81-
<PAGE>

         Servicing Agreement. To the extent provided in the related Servicing
         Agreement, the Protected Account shall be held in a depository
         institution and segregated on the books of such institution in the name
         of the Trustee for the benefit of the Certificateholders.

                  (b) To the extent provided in the related Servicing Agreement,
         amounts on deposit in a Protected Account may be invested in Eligible
         Investments in the name of the Trustee for the benefit of
         Certificateholders and, except as provided in the preceding paragraph,
         not commingled with any other funds, such Eligible Investments to
         mature, or to be subject to redemption or withdrawal, no later than the
         date on which such funds are required to be withdrawn for deposit in
         the related Distribution Account, and shall be held until required for
         such deposit. The income earned from Eligible Investments made pursuant
         to this Section 3.22 shall be paid to the related Servicer under the
         applicable Servicing Agreement, and the risk of loss of moneys required
         to be distributed to the Certificateholders resulting from such
         investments shall be borne by and be the risk of the related Servicer.
         The related Servicer (to the extent provided in the Servicing
         Agreement) shall deposit the amount of any such loss in the Protected
         Account within two Business Days of receipt of notification of such
         loss but not later than the second Business Day prior to the
         Distribution Date on which the moneys so invested are required to be
         distributed to the Certificateholders.

                  (c) To the extent provided in the related Servicing Agreement
         and subject to this Article III, on or before each Servicer Remittance
         Date, the related Servicer shall withdraw or shall cause to be
         withdrawn from the Protected Accounts and shall immediately deposit or
         cause to be deposited in the related Distribution Account amounts
         representing the following collections and payments (other than with
         respect to principal of or interest on the Loans due on or before the
         Cut-Off Date):

                           (i) Monthly Payments on the Loans received or any
                  related portion thereof advanced by the Servicers pursuant to
                  the Servicing Agreements which were due on or before the
                  related Due Date, net of the amount thereof comprising the
                  Servicing Fees;

                           (ii) Principal Prepayments, Liquidation Proceeds
                  received by the Servicers with respect to such Loans in the
                  related Prepayment Period and Compensating Interest and the
                  amount of any Prepayment Charges collected on the Group III
                  Loans; and

                           (iii) Any amount to be used as an Advance.

                  (d) Withdrawals may be made from an Account only to make
         remittances as provided in Section 3.22(c), 3.23 and 3.24 or as
         otherwise provided in the Servicing Agreements; to reimburse the Master
         Servicer or a Servicer for Advances which have been recovered by
         subsequent collection from the related Mortgagor; to remove amounts
         deposited in error; to remove fees, charges or other such amounts
         deposited on a



                                      -82-
<PAGE>

         temporary basis; or to clear and terminate the account at the
         termination of this Agreement in accordance with Section 9.1. As
         provided in Sections 3.22(c) and 3.23(b) or as otherwise provided in
         the Servicing Agreements certain amounts otherwise due to the Servicers
         may be retained by them and need not be deposited in the related
         Distribution Account.

                  Section 3.23 DISTRIBUTION ACCOUNTS.

                  (a) The Securities Administrator shall establish and maintain,
         a Distribution Account with respect to the Group I Loans and Group II
         Loans and a Distribution Account with respect to the Group III Loans as
         a segregated trust account or accounts. The Master Servicer shall
         deposit in the related Distribution Account as identified by the Master
         Servicer and as received by the Master Servicer, the following amounts
         with respect to the related Loans for the benefit of the related
         Certificateholders:

                           (i) Any amounts withdrawn from a Protected Account;

                           (ii) Any Advance and any amounts in respect of Group
                  I/II Prepayment Interest Shortfalls and Group III Prepayment
                  Interest Shortfalls;

                           (iii) Any Insurance Proceeds or Liquidation Proceeds
                  received by or on behalf of the Master Servicer;

                           (iv) The Purchase Price with respect to any Loans
                  purchased by the Seller pursuant to Section 2.3 and all
                  proceeds of any Loans or property acquired with respect
                  thereto purchased by the Master Servicer pursuant to Section
                  9.1;

                           (v) Any amounts required to be deposited by the
                  Master Servicer or any Servicer with respect to losses on
                  investments of deposits in an Account; and

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

                  (b) All amounts deposited to a Distribution Account shall be
         held by the Securities Administrator in trust for the benefit of the
         related Certificateholders in accordance with the terms and provisions
         of this Agreement. The requirements for crediting the related
         Distribution Account shall be exclusive, it being understood and agreed
         that, without limiting the generality of the foregoing, payments in the
         nature of late payment charges or assumption, tax service, statement
         account or payoff, substitution, satisfaction, release and other like
         fees and charges, need not be credited by the Master Servicer or the
         related Servicer to the related Distribution Account. In the event that
         the Master Servicer shall deposit or cause to be deposited to a
         Distribution Account any amount not required to be credited thereto,
         the Securities Administrator, upon receipt of a written request
         therefor



                                      -83-
<PAGE>

         signed by a Servicing Officer of the Master Servicer, shall promptly
         transfer such amount to the Master Servicer, any provision herein to
         the contrary notwithstanding.

                  (c) The Distribution Accounts shall constitute trust accounts
         of the Trust Fund segregated on the books of the Securities
         Administrator and held by the Securities Administrator in trust in its
         Corporate Trust Office, and the Distribution Accounts and the funds
         deposited therein shall not be subject to, and shall be protected from,
         all claims, liens, and encumbrances of any creditors or depositors of
         the Securities Administrator (whether made directly, or indirectly
         through a liquidator or receiver of the Securities Administrator). The
         amount at any time credited to the Distribution Accounts shall be
         invested in the name of the Master Servicer, in such Eligible
         Investments selected by the Master Servicer or deposited in demand
         deposits with such depository institutions as selected by the Master
         Servicer, provided that time deposits of such depository institutions
         would be an Eligible Investment. All Eligible Investments shall mature
         or be subject to redemption or withdrawal on or before, and shall be
         held until, the Distribution Date following the date of the investment
         of such funds (the "Investment Withdrawal Distribution Date") if the
         obligor for such Eligible Investment is the Securities Administrator
         or, if such obligor is any other Person, the Business Day preceding
         such Investment Withdrawal Distribution Date. All investment earnings
         on amounts on deposit in the Distribution Accounts from time to time
         shall be for the account of the Master Servicer. The Master Servicer
         shall be permitted to receive distribution of any and all investment
         earnings from the Distribution Accounts on each Distribution Date. If
         there is any loss on an Eligible Investment or demand deposit, the
         Master Servicer shall deposit such amount in the related Distribution
         Account. With respect to each Distribution Account and the funds
         deposited therein, the Securities Administrator shall take such action
         as may be necessary to ensure that the related Certificateholders shall
         be entitled to the priorities afforded to such a trust account (in
         addition to a claim against the estate of the Securities Administrator)
         as provided by 12 U.S.C.ss. 92a(e), and applicable regulations pursuant
         thereto, if applicable, or any applicable comparable state statute
         applicable to state chartered banking corporations.

                  Section 3.24 PERMITTED WITHDRAWALS AND TRANSFERS FROM THE
DISTRIBUTION ACCOUNTS.

                  (a) The Securities Administrator shall, from time to time on
         demand of the Master Servicer make or cause to be made such withdrawals
         or transfers from the Distribution Accounts as the Master Servicer has
         designated for such transfer or withdrawal pursuant to the Servicing
         Agreements with respect to the related Loans for the following
         purposes, not in any order of priority:

                           (i) to reimburse the Master Servicer or any Servicer
                  for any Advance of its own funds, the right of the Master
                  Servicer or a Servicer to reimbursement pursuant to this
                  subclause (i) being limited to amounts received on a
                  particular Loan (including, for this purpose, the Purchase
                  Price therefor, Insurance Proceeds and Liquidation



                                      -84-
<PAGE>

                  Proceeds) which represent late payments or recoveries of the
                  principal of or interest on such Loan respecting which such
                  Advance was made;

                           (ii) to reimburse the Master Servicer or any Servicer
                  from Insurance Proceeds or Liquidation Proceeds relating to a
                  particular Loan for amounts expended by the Master Servicer or
                  such Servicer in good faith in connection with the restoration
                  of the related Mortgaged Property which was damaged by an
                  Uninsured Cause or in connection with the liquidation of such
                  Loan;

                           (iii) to reimburse the Master Servicer or any
                  Servicer from Insurance Proceeds relating to a particular Loan
                  for insured expenses incurred with respect to such Loan and to
                  reimburse the Master Servicer or such Servicer from
                  Liquidation Proceeds from a particular Loan for Liquidation
                  Expenses incurred with respect to such Loan;

                           (iv) to pay the Master Servicer or any Servicer, as
                  appropriate, from Liquidation Proceeds or Insurance Proceeds
                  received in connection with the liquidation of any Loan, the
                  amount which it or such Servicer would have been entitled to
                  receive under subclause (vii) of this subsection (a) as
                  servicing compensation on account of each defaulted scheduled
                  payment on such Loan if paid in a timely manner by the related
                  Mortgagor;

                           (v) to pay the Master Servicer or any Servicer from
                  the Purchase Price for any Loan, the amount which it or such
                  Servicer would have been entitled to receive under subclause
                  (vii) of this subsection (a) as servicing compensation;

                           (vi) to reimburse the Master Servicer or any Servicer
                  for any Nonrecoverable Advance, after a Group I/II Realized
                  Loss or Group III Realized Loss has been allocated with
                  respect to the related Loan if the Advance or Servicing
                  Advance has not been reimbursed pursuant to clause (i);

                           (vii) to pay the Servicing Fee to the Servicers, the
                  Master Servicing Fee to the Master Servicer and the Credit
                  Risk Management Fee to the Credit Risk Manager for such
                  Distribution Date and the amount of any income or gain
                  realized from investments of funds on deposit in the related
                  Distribution Account pursuant to Section 3.14 hereof and to
                  reimburse the Master Servicer for expenses, costs and
                  liabilities incurred by and reimbursable to it pursuant to
                  Sections 3.3, 6.3, 8.5 and 10.1;

                           (viii)to reimburse or pay any Servicer any such
                  amounts as are due thereto under the applicable Servicing
                  Agreement and have not been retained by or paid to the
                  Servicer, to the extent provided in the related Servicing
                  Agreement;

                           (ix) to reimburse the Trustee, the Custodian and the
                  Securities Administrator for expenses, costs and liabilities,
                  if any, incurred by or reimbursable to such parties pursuant
                  to this Agreement;



                                      -85-
<PAGE>

                           (x) to remove amounts deposited in error; and

                           (xi) to clear and terminate the related Distribution
                  Account pursuant to Section 9.1.

                  (b) The Master Servicer shall keep and maintain separate
         accounting, on a Loan by Loan basis, for the purpose of accounting for
         any reimbursement from the related Distribution Account pursuant to
         subclauses (i) through (v), inclusive, or with respect to any such
         amounts which would have been covered by such subclauses had the
         amounts not been retained by the Master Servicer without being
         deposited in the related Distribution Account under Section 3.23(b).

                  (c) On each Distribution Date, the Securities Administrator
         shall distribute the Group I Available Distribution Amount and Group II
         Available Distribution Amount to the Holders of the Group I Senior,
         Group II Senior and Group I/II Subordinate Certificates in accordance
         with Section 4.1 and the Group III Available Distribution Amount to the
         Holders of the Group III Certificates in accordance with Section 4.3..

                  Section 3.25 RESERVE FUND.

                  (a) No later than the Closing Date, the Securities
         Administrator shall establish and maintain a separate, segregated trust
         account titled, "Reserve Fund, Wells Fargo Bank Minnesota, National
         Association, in trust for the registered holders of Deutsche Mortgage
         Securities, Inc. Mortgage Loan Trust, Series 2004-1, Mortgage
         Pass-Through Certificates." On the Closing Date, the Depositor will
         deposit, or cause to be deposited, into the Reserve Fund $1,000. In
         addition, the amount deposited in the Reserve Fund shall be increased
         by any payments received by the Securities Administrator under the Cap
         Agreement and deposited into the Reserve Fund for the benefit of the
         Group III Senior Certificates.

                  (b) On each Distribution Date as to which there is a Net WAC
         Rate Carryover Amount payable to the Group III Senior Certificates,
         other than the Class III-A-IO Certificates, or the Group III Mezzanine
         Certificates, the Securities Administrator will deposit into the
         Reserve Fund the amounts described in Section 4.3(iii)(3), rather than
         distributing such amounts to the Class III-CE Certificateholders. On
         each such Distribution Date, the Securities Administrator shall hold
         all such amounts for the benefit of the Holders of the Group III Senior
         Certificates, other than the Class III-A-IO Certificates, and the Group
         III Mezzanine Certificates, and will distribute such amounts to the
         Holders of the Group III Senior Certificates, other than the Class
         III-A-IO Certificates, and the Group III Mezzanine Certificates in the
         amounts and priorities set forth in Section 4.3(iii)(3). If no Net WAC
         Rate Carryover Amounts are payable on a Distribution Date, the
         Securities Administrator shall deposit, based on the instructions
         received by it from the Securities Administrator, into the Reserve Fund
         on behalf of the Class III-CE Certificateholders, from amounts
         otherwise distributable to the Class III-CE Certificateholders, an
         amount such that



                                      -86-
<PAGE>

         when added to other amounts already on deposit in the Reserve Fund, the
         aggregate amount on deposit therein is equal to $1,000.

                  (c) For federal and state income tax purposes, the Class
         III-CE Certificateholders will be deemed to be the owners of the
         Reserve Fund and all amounts deposited into the Reserve Fund (other
         than the initial deposit therein of $1,000) shall be treated as amounts
         distributed by REMIC III to the Holders of the Class III-CE
         Certificates. Upon the termination of the Trust Fund, or the payment in
         full of the Group III Senior Certificates and the Group III Mezzanine
         Certificates, all amounts remaining on deposit in the Reserve Fund will
         be released by the Trust Fund and distributed to the Class III-CE
         Certificateholders or their designees. The Reserve Fund will be part of
         the Trust Fund but not part of any REMIC and any payments to the
         Holders of the Group III Senior Certificates, other than the Class
         III-A-IO Certificates, or the Group III Mezzanine Certificates of Net
         WAC Rate Carryover Amounts will not be payments with respect to a
         "regular interest" in a REMIC within the meaning of Code Section
         860(G)(a)(1).

                  (d) By accepting a Class III-CE Certificate, each Class III-CE
         Certificateholder hereby agrees that the Securities Administrator will
         deposit into the Reserve Fund the amounts described above on each
         Distribution Date rather than distributing such amounts to the Class
         III-CE Certificateholders. By accepting a Class III-CE Certificate,
         each Class III-CE Certificateholder further agrees that its agreement
         to such action by the Securities Administrator is given for good and
         valuable consideration, the receipt and sufficiency of which is
         acknowledged by such acceptance.

                  (e) The Securities Administrator shall direct any depository
         institution maintaining the Reserve Fund to invest the funds in such
         account in one or more Permitted Investments bearing interest or sold
         at a discount, and maturing, unless payable on demand, (i) no later
         than the Business Day immediately preceding the date on which such
         funds are required to be withdrawn from such account pursuant to this
         Agreement, if a Person other than the Securities Administrator or an
         Affiliate manages or advises such investment, and (ii) no later than
         the date on which such funds are required to be withdrawn from such
         account pursuant to this Agreement, if the Securities Administrator or
         an Affiliate manages or advises such investment. All income and gain
         earned upon such investment shall be deposited into the Reserve Fund.
         In no event shall the Securities Administrator be liable for any
         investments made pursuant to this clause (e).

                  (f) For federal tax return and information reporting, the
         right of the Holders of the Group III Senior Certificates, other than
         the Class III-A-IO Certificates, and the Holders of the Group III
         Mezzanine Certificates to receive payments from the Reserve Fund in
         respect of any Net WAC Rate Carryover Amount shall be assigned a value
         of zero.



                                      -87-
<PAGE>

                  Section 3.26 Prepayment Penalty Verification.

                  On or prior to each Servicer Remittance Date, each Servicer of
a Group III Loan shall, to the extent provided in the respective Servicing
Agreement, provide in an electronic format acceptable to the Master Servicer the
data necessary for the Master Servicer to perform its verification duties agreed
to by the Master Servicer and the Depositor. The Master Servicer or a third
party reasonably acceptable to the Master Servicer and the Depositor (the
"Verification Agent") will perform such verification duties and will use its
best efforts to issue its findings in a report (the "Verification Report")
delivered to the Master Servicer and the Depositor within ten (10) Business Days
following the related Distribution Date; provided, however, that if the
Verification Agent is unable to issue the Verification Report within ten (10)
Business Days following the Distribution Date, the Verification Agent may issue
and deliver to the Master Servicer and the Depositor the Verification Report
upon the completion of its verification duties. The Master Servicer shall
forward the Verification Report to the respective Servicer and shall notify such
Servicer if the Master Servicer has determined that such Servicer did not
deliver the appropriate Prepayment Charges to the Master Servicer in accordance
with the respective Servicing Agreement. Such written notification from the
Master Servicer shall include the loan number, prepayment penalty code and
prepayment penalty amount as calculated by the Master Servicer or the
Verification Agent, as applicable, of each Group III Loan for which there is a
discrepancy. If the respective Servicer agrees with the verified amounts, such
Servicer shall adjust the immediately succeeding Remittance Report and the
amount remitted to the Master Servicer with respect to prepayments accordingly.
If the respective Servicer disagrees with the determination of the Master
Servicer, such Servicer shall, within five (5) Business Days of its receipt of
the Verification Report, notify the Master Servicer of such disagreement and
provide the Master Servicer with detailed information to support such Servicer's
position. The respective Servicer and the Master Servicer shall cooperate to
resolve any discrepancy on or prior to the immediately succeeding Servicer
Remittance Date, and such Servicer will indicate the effect of such resolution
on the related Remittance Report and shall adjust the amount remitted with
respect to prepayments on such Servicer Remittance Date accordingly.

                  During such time as the respective Servicer and the Master
Servicer are resolving discrepancies with respect to the Prepayment Charges, no
payments in respect of any disputed Prepayment Charges will be remitted to the
related Distribution Account and the Master Servicer shall not be obligated to
remit such payments, unless otherwise required pursuant to Section 7.1 hereof.
In connection with such duties, the Master Servicer shall be able to rely solely
on the information provided to it by the respective Servicer in accordance with
this Section. The Master Servicer shall not be responsible for verifying the
accuracy of any of the information provided to it by the respective Servicer.




                                      -88-
<PAGE>


                                   ARTICLE IV

                    PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES;
                             STATEMENTS AND REPORTS

                  Section 4.1 DISTRIBUTIONS TO GROUP I AND GROUP II
CERTIFICATEHOLDERS.

                  (a) On each Distribution Date, the Securities Administrator,
         to the extent on deposit therein and based solely upon the Remittance
         Report for such Distribution Date, shall withdraw from the related
         Distribution Account the Group I Available Distribution Amount and
         Group II Available Distribution Amount for such Distribution Date and
         distribute to each related Certificateholder, by wire transfer in
         immediately available funds for the account of the Certificateholder or
         by any other means of payment acceptable to each Certificateholder of
         record on the immediately preceding Record Date (other than as provided
         in Section 9.1 respecting the final distribution) as specified by each
         such Certificateholder and at the address of such Holder appearing in
         the Certificate Register, from the amount so withdrawn and to the
         extent of the Group I Available Distribution Amount and Group II
         Available Distribution Amount, as applicable, such Certificateholder's
         Percentage Interest of the following amounts and in following order and
         priority:

                  (b) On each Distribution Date prior to the Credit Support
         Depletion Date, the Securities Administrator will distribute the Group
         I Available Distribution Amount and the Group II Available Distribution
         Amount relating in the following order and priority:

                           (i) On each Distribution Date, the Group I Available
                  Distribution Amount shall be distributed as follows:

                                    (1) FIRST, concurrently to the Class I-A-1
                           Certificates and I-A-X Certificates, the related
                           Group I/II Interest Distribution Amount with respect
                           to each such Class;

                                    (2) SECOND, to the Class R Certificates from
                           the Group I Available Distribution Amount remaining
                           after payments pursuant to clause (b)(i)(1) above,
                           the related Group I/II Senior Principal Distribution
                           Amount until the Certificate Principal Balance of the
                           Class R Certificates has been reduced to zero;

                                    (3) THIRD, to the Class I-A-PO Certificates
                           from the Group I Available Distribution Amount
                           remaining after payments pursuant to clauses
                           (b)(i)(1) and (b)(i)(2) above, the Group I Discount
                           Fractional Principal Amount until the Certificate
                           Principal Balance of the Class I-A-PO Certificates
                           has been reduced to zero;



                                      -89-
<PAGE>

                                    (4) FOURTH, to the Class I-A-1 Certificates
                           from the Group I Available Distribution Amount
                           remaining after payments pursuant to clauses
                           (b)(i)(1), (b)(i)(2) and (b)(i)(3) above, the related
                           Group I/II Senior Principal Distribution Amount until
                           the Certificate Principal Balance of the Class I-A-1
                           Certificates has been reduced to zero; and

                                    (5) FIFTH, from the Group I Available
                           Distribution Amount remaining after payments pursuant
                           to clauses (b)(i)(1), (b)(i)(2), (b)(i)(3) and
                           (b)(i)(4) above, the Group I Discount Fractional
                           Principal Shortfall to the Class I-A-PO Certificates,
                           but not more than an amount equal to the Subordinate
                           Principal Amount related to the Group I Loans for
                           such Distribution Date (without regard to the proviso
                           of such definition); provided that amounts paid in
                           respect thereof will not reduce the Certificate
                           Principal Balance of the Class I-A-PO Certificates.

                  (ii) On each Distribution Date, the Group II Available
         Distribution Amount will be distributed as follows:

                                    (1) FIRST, concurrently to the Group II
                           Senior Certificates, other than the Class II-A-PO
                           Certificates, the related Group I/II Interest
                           Distribution Amount with respect to each such Class;

                                    (2) SECOND, to the Class II-A-PO
                           Certificates from the Group II Available Distribution
                           Amount remaining after payments pursuant to clause
                           (b)(ii)(1) above, the Group II Discount Fractional
                           Principal Amount until the Certificate Principal
                           Balance of the Class II-A-PO Certificates has been
                           reduced to zero;

                                    (3) THIRD, from the Group II Available
                           Distribution Amount remaining after payments pursuant
                           to clauses (b)(ii)(1) and (b)(ii)(2) above,
                           concurrently (i) to the Class II-A-1 Certificates,
                           58.0421582716% of the related Group I/II Senior
                           Principal Distribution Amount until the Certificate
                           Principal Balance of the Class II-A-1 Certificates
                           has been reduced to zero and (ii) sequentially, in
                           the following order, to the Class II-A-2 Certificates
                           and Class II-A-3 Certificates, 41.9578417284% of the
                           related Group I/II Senior Principal Distribution
                           Amount, until the Certificate Principal Balances of
                           the Class II-A-2 Certificates and Class II-A-3
                           Certificates have been reduced to zero; and

                                    (4) FOURTH, from the Group II Available
                           Distribution Amount remaining after payments pursuant
                           to clauses (b)(ii)(1), (b)(ii)(2) and (b)(ii)(3)
                           above, the Group II Discount Fractional Principal
                           Shortfall to the Class II-A-PO Certificates, but not
                           more than an amount equal to the Subordinate
                           Principal Amount related to the Group II Loans for
                           such Distribution Date (without regard



                                      -90-
<PAGE>

                           to the proviso of such definition); provided that
                           amounts paid in respect thereof will not reduce the
                           Certificate Principal Balance of the Class II-A-PO
                           Certificates.

                  (iii) From the Group I Available Distribution Amount and Group
         II Available Distribution Amount remaining after payments pursuant to
         clauses (b)(i)(1) through (b)(i)(5) and (b)(ii)(1) through (b)(ii)(4)
         above, (i) first, the Senior Interest Shortfall Amount for each Class
         of Group I Senior Certificates and Group II Senior Certificates for
         such Distribution Date, if any, pro rata according to the amount of
         interest to which such Class would otherwise be entitled, (ii) second,
         an amount equal to the Collateral Deficiency Amount, if any, to the
         Group I Senior Certificates (other than the Class I-A-X Certificates)
         or Group II Senior Certificates (other than the Class II-A-X
         Certificates), in accordance with the priorities set forth in clauses
         (b)(i) and (b)(ii) above for the applicable Loan Group, as a payment of
         principal; and (iii) if such Distribution Date is a Cross Payment
         Trigger Date, the Principal Prepayment Amount distributable to the
         Group I Senior Certificates (other than the Class I-A-X Certificates)
         or Group II Senior Certificates (other than the Class II-A-X)
         Certificates) that have been paid in full, will be paid as principal to
         the Group I Senior Certificates (other than the Class I-A-X
         Certificates) or Group II Senior Certificates (other than the Class
         II-A-X) that has not been paid in full in accordance with the
         priorities set forth in clauses (b)(i) and (b)(ii) above;

                           (iv) From the sum of the remaining Group I Available
                  Distribution Amount and Group II Available Distribution
                  Amount, after payments pursuant to clauses (b)(i), (b)(ii) and
                  (b)(iii) above, to the Class M, Class B-1, Class B-2, Class
                  B-3, Class B-4 and Class B-5 Certificates, sequentially, in
                  that order, an amount equal to their respective Group I/II
                  Interest Distribution Amounts for such Distribution Date and
                  their pro rata share, based on the outstanding Certificate
                  Principal Balance of each such Class, of the Subordinate
                  Principal Amount; provided, however, that on any Distribution
                  Date on which the Subordination Level for any Class of Group
                  I/II Subordinate Certificates is less than the Subordination
                  Level as of the Closing Date, the portion of the Subordinate
                  Principal Prepayment Amount otherwise payable to the Class or
                  Classes of the Group I/II Subordinate Certificates junior to
                  such Class will be distributed to the most senior Class of
                  Group I/II Subordinate Certificates for which the
                  Subordination Level is less than such percentage as of the
                  Closing Date, and to the Class or Classes of Group I/II
                  Subordinate Certificates senior thereto, pro rata based on the
                  Certificate Principal Balance of each such Class;

                           (v) To the Group I Senior Certificates and Group II
                  Senior Certificates (other than the related Principal Only
                  Certificates), from the Group I Available Distribution Amount
                  and Group II Available Distribution Amount, respectively,
                  remaining after distributions pursuant to clauses (b)(i)
                  through (b) (iv) above, by Pro Rata Allocation, the amount of
                  any unreimbursed losses previously allocated to such Classes
                  of Certificates, and then to the Group I/II Subordinate
                  Certificates, in the order of their



                                      -91-
<PAGE>

                  seniority, the amount of any unreimbursed losses previously
                  allocated to such Classes of Certificates; and

                           (vi) To the Class R Certificates, the remainder
                  (which is expected to be zero), if any of the Group I
                  Available Distribution Amount and Group II Available
                  Distribution Amount remaining after distributions pursuant to
                  clauses (b)(i) through (b)(v) above.

                  (c) On each Distribution Date on or after the Credit Support
         Depletion Date, to the extent of the Group I Available Distribution
         Amount and Group II Available Distribution Amount, respectively, on
         such Distribution Date, distributions will be made to the Group I
         Senior Certificates and Group II Senior Certificates in the following
         order of priority:

                                    (1) FIRST, (a) to the Group I Senior
                           Certificates, other than the Class I-A-PO
                           Certificates, from the Group I Available Distribution
                           Amount, the related Group I/II Interest Distribution
                           Amount pro rata according to such amount payable to
                           the extent of amounts available, and (b) to the Group
                           II Senior Certificates, other than the Class II-A-PO
                           Certificates, from the Group II Available
                           Distribution Amount, the related Group I/II Interest
                           Distribution Amount pro rata according to such amount
                           payable to the extent of amounts available;

                                    (2) SECOND, (a) to the Class I-A-PO
                           Certificates from the Group I Available Distribution
                           Amount remaining after payments pursuant to clause
                           (c)(1)(a) above, the Group I Discount Fractional
                           Principal Amount, and (b) to the Class II-A-PO
                           Certificates from the Group II Available Distribution
                           Amount remaining after payments pursuant to clause
                           (c)(1)(b) above, the Group II Discount Fractional
                           Principal Amount, in each case until the Certificate
                           Principal Balance of each such Class has been reduced
                           to zero;

                                    (3) THIRD, (a) to the Class I-A-1
                           Certificates, the Group I Available Distribution
                           Amount remaining after payments pursuant to clauses
                           (c)(1)(a) and (c)(2)(a) above, and (b) to the Group
                           II Senior Certificates, other than the Class II-A-PO
                           Certificates and Class II-A-X Certificates, on a pro
                           rata basis, the Group II Available Distribution
                           Amount remaining after payments pursuant to clauses
                           (c)1(b) and (c)(2)(b) above, in each case until the
                           Certificate Principal Balance of each such Class has
                           been reduced to zero;

                                    (4) FOURTH, from the Group I Available
                           Distribution Amount and Group II Available
                           Distribution Amount remaining after payments pursuant
                           to clauses (c)(1), (c)(2) and (c)(3) above, to the
                           Group I Senior Certificates and Group II Senior
                           Certificates for which a Senior Interest Shortfall
                           Amount exists, the Senior Interest Shortfall Amount
                           for such Distribution Date, on a pro rata



                                      -92-
<PAGE>

                           basis within each group of Certificates, based on
                           such Senior Interest Shortfall Amount;

                                    (5) FIFTH, from the Group I Available
                           Distribution Amount and Group II Available
                           Distribution Amount remaining after payments pursuant
                           to clauses (c)(1) through (c)(4) above, to each Class
                           of Group I Senior Certificates or Group II Senior
                           Certificates, other than the related Group I/II
                           Interest Only Certificates, pro rata within each
                           group of Certificates, according to their outstanding
                           Certificate Principal Balances, the amount of any
                           unreimbursed losses previously allocated to each
                           Class; and

                                    (6) SIXTH, to the Class R Certificates, the
                           remainder, if any (which is expected to be zero), of
                           the Group I Available Distribution Amount and Group
                           II Available Distribution Amount remaining after
                           distributions pursuant to clauses (c)(1) through
                           (c)(5) above.

                  Section 4.2 ALLOCATION OF GROUP I/II REALIZED LOSSES.

                  (a) Prior to each Distribution Date, the Master Servicer,
         based solely on the information provided by the related Servicer, shall
         determine the amount of Group I/II Realized Losses, if any, with
         respect to each Group I Loan and Group II Loan.

                  (b) Group I/II Realized Losses, other than Excess Losses,
         shall be allocated as follows: (i) for losses allocable to principal,
         (a) first, to the Group I/II Non-Offered Subordinate Certificates, in
         the reverse order of their numerical Class designation, according to
         their respective Certificate Principal Balances until the Certificate
         Principal Balances thereof have been reduced to zero, (b) second, to
         the Class B-2 Certificates, until the Certificate Principal Balance
         thereof has been reduced to zero, (c) third, to the Class B-1
         Certificates, until the Certificate Principal Balance thereof has been
         reduced to zero, (d) fourth, to the Class M Certificates, until the
         Certificate Principal Balance thereof has been reduced to zero, and (e)
         fifth, to the Group I Senior Certificates and Group II Senior
         Certificates related to the Loan Group for which such Group I/II
         Realized Losses were incurred, by Pro Rata Allocation, until the
         Certificate Principal Balances thereof have been reduced to zero;
         PROVIDED, HOWEVER, that prior to the Credit Support Depletion Date, if
         a Group I/II Realized Loss is incurred with respect to a Discount Loan,
         the applicable Discount Fraction of such Group I/II Realized Loss shall
         first be allocated to the Principal Only Certificates related to the
         Loan Group for which such Group I/II Realized Losses were incurred and
         the remainder of such Group I/II Realized Loss shall be allocated as
         described above in this clause (i); and (ii) for losses allocable to
         interest, (a) first, to the Group I/II Non-Offered Subordinate
         Certificates, in the reverse order of their numerical Class
         designation, in reduction of accrued but unpaid interest thereon until
         the amount of interest accrued on the Group I/II Non-Offered
         Subordinate Certificates on such Distribution Date has been reduced to
         zero, and then in reduction of the Certificate Principal Balances of
         such Certificates until the Certificate Principal Balances thereof have
         been reduced to zero, (b)



                                      -93-
<PAGE>

         second, to the Class B-2 Certificates, in reduction of accrued but
         unpaid interest thereon until the amount of interest accrued on the
         Class B-2 Certificates on such Distribution Date has been reduced to
         zero, and then in reduction of the Certificate Principal Balance of the
         Class B-2 Certificates until the Certificate Principal Balance thereof
         has been reduced to zero, (c) third, to the Class B-1 Certificates, in
         reduction of accrued but unpaid interest thereon until the amount of
         interest accrued on the Class B-1 Certificates on such Distribution
         Date has been reduced to zero, and then in reduction of the Certificate
         Principal Balance of the Class B-1 Certificates until the Certificate
         Principal Balance thereof has been reduced to zero, (d) fourth, to the
         Class M Certificates, in reduction of accrued but unpaid interest
         thereon until the amount of interest accrued on the Class M
         Certificates on such Distribution Date has been reduced to zero, and
         then in reduction of the Certificate Principal Balance of the Class M
         Certificates until the Certificate Principal Balance thereof has been
         reduced to zero and (e) fifth, to the Group I Senior Certificates and
         Group II Senior Certificates relating to the Loan Group for which such
         Group I/II Realized Losses were incurred, by Pro Rata Allocation, until
         the aggregate of the Certificate Principal Balances thereof have been
         reduced to zero.

                  (c) Excess Losses with respect to the Group I Loans and Group
         II Loans will be allocated to the outstanding Class or Classes of Group
         I Senior Certificates and Group II Senior Certificates, as applicable,
         and to the Group I/II Subordinate Certificates by Pro Rata Allocation.

                  (d) On each Distribution Date, if the Aggregate Certificate
         Principal Balance of all Group I Senior, Group II Senior and Group I/II
         Subordinate Certificates exceeds the aggregate Principal Balance of the
         Group I Loans and Group II Loans (after giving effect to distributions
         of principal and the allocation and reimbursement of all losses on the
         related certificates on such Distribution Date), such excess will be
         deemed a principal loss and will be allocated to the Group I/II
         Subordinate Certificates in reverse order of seniority until the
         Certificate Principal Balance of each such Class has been reduced to
         zero. If the Certificate Principal Balance of each Group I/II
         Subordinate Certificate has been reduced to zero and the Aggregate
         Certificate Principal Balance of all outstanding Classes of Group I
         Senior Certificates and Group II Senior Certificates exceeds the
         aggregate Principal Balance of the Group I Loans and Group II Loans
         (after giving effect to distributions of principal and the allocation
         and reimbursement of all losses on the Certificates on such
         Distribution Date), such excess will be deemed a principal loss and
         will be allocated to the Group I Senior Certificates or Group II Senior
         Certificates, as applicable (other than the Group I/II Interest Only
         Certificates) by Pro Rata Allocation.

                  (e) Group I/II Realized Losses from the Group I Loans and
         Group II Loans shall be applied after all distributions have been made
         on each Distribution Date, first, to REMIC I Regular Interest LT-I-SUB
         and REMIC I Regular Interest LT-II-SUB, as applicable, so that the
         Uncertificated Balance of each such REMIC I Regular Interest is equal
         to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance
         of the Loans in the related Loan Group over (y) the current Certificate
         Principal Balance of the Group I



                                      -94-
<PAGE>

         Senior Certificates or Group II Senior Certificates in the related Loan
         Group (except that if any such excess is a larger number than in the
         preceding distribution period, the least amount of Group I/II Realized
         Losses shall be applied to such REMIC I Regular Interests such that the
         REMIC I Subordinated Balance Ratio is maintained); and second, any
         remaining Group I/II Realized Losses from each Loan Group shall be
         allocated to REMIC I Regular Interest LT-I-ZZZ and REMIC I Regular
         Interest LT-II-ZZZ, as applicable (except that if a Group I/II Realized
         Loss is recognized with respect to a Discount Loan in any of the Group
         I Loans or Group II Loans, the applicable portion of such Group I/II
         Realized Loss will be allocated to REMIC I Regular Interest LT-I-PO and
         REMIC I Regular Interest LT-II-PO, respectively).

                  Section 4.3 DISTRIBUTIONS TO GROUP III CERTIFICATEHOLDERS.

         On each Distribution Date, the Securities Administrator, to the extent
on deposit therein and based solely upon the Remittance Report for such
Distribution Date, shall withdraw from the related Distribution Account the
Group III Available Distribution Amount for such Distribution Date and
distribute to each related Certificateholder, by wire transfer in immediately
available funds for the account of the Certificateholder or by any other means
of payment acceptable to each Certificateholder of record on the immediately
preceding Record Date (other than as provided in Section 9.3 respecting the
final distribution) as specified by each such Certificateholder and at the
address of such Holder appearing in the Certificate Register, from the amount so
withdrawn and to the extent of the Group III Available Distribution Amount, such
Certificateholder's Percentage Interest of the following amounts and in
following order and priority:

                  (i) On each Distribution Date, the Securities Administrator
         shall distribute the Group IIII Interest Remittance Amount for such
         Distribution Date in the following order and priority:

                           (1) FIRST, to the holders of the Group III Senior
                  Certificates on a pro rata basis, based on the entitlement of
                  each such Class, the Group III Senior Interest Distribution
                  Amount; and

                           (2) SECOND, to the holders of the Class III-M-1,
                  Class III-M-2 and Class III-M-3 Certificates, in that order,
                  the Group III Interest Distribution Amount allocable to such
                  Certificate to the extent of the Group III Interest Remittance
                  Amount remaining after distributions of interest to the Group
                  III Senior Certificates and to any Class of Group IIII
                  Mezzanine Certificates with a higher payment priority.

                  (ii) On each Distribution Date, the Securities Administrator
         shall distribute the Group III Principal Distribution Amount for such
         Distribution Date as follows:



                                      -95-
<PAGE>

                           (1) On each Distribution Date, the Securities
                  Administrator shall distribute to each Class of Group III
                  Senior Certificates, other than the Class III-A-IO
                  Certificates, to the extent of the Group III Principal
                  Distribution Amount, the Group III Senior Principal
                  Distribution Amount in the following order and priority:

                                    (i) FIRST, to the Class III-A-6
                           Certificates, an amount up to the Class III-A-6
                           Lockout Distribution Amount for that Distribution
                           Date, until the Certificate Principal Balance thereof
                           has been reduced to zero; and

                                    (ii) SECOND, any remaining Group III Senior
                           Principal Distribution Amount after the distribution
                           described in clause (i) above, sequentially:

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

                                           (b) to the Class III-A-2
                                    Certificates, until the Certificate
                                    Principal Balance thereof has been reduced
                                    to zero;

                                           (c) to the Class III-A-3
                                    Certificates, until the Certificate
                                    Principal Balance thereof has been reduced
                                    to zero;

                                           (d) to the Class III-A-4
                                    Certificates, until the Certificate
                                    Principal Balance thereof has been reduced
                                    to zero;

                                           (e) to the Class III-A-5
                                    Certificates, until the Certificate
                                    Principal Balance thereof has been reduced
                                    to zero; and

                                           (f) to the Class III-A-6
                                    Certificates, until the Certificate
                                    Principal Balance thereof has been reduced
                                    to zero.

                           (2) On each Distribution Date, the Securities
                  Administrator shall distribute to the Holders of the Class
                  III-M-1 Certificates, to the extent of the portion of the
                  Group III Principal Distribution Amount remaining after the
                  Group III Senior Principal Distribution Amount has been
                  distributed, the Class III-M-1 Principal Distribution Amount
                  in reduction of the Certificate Principal Balance



                                      -96-
<PAGE>

                  thereof, until the Certificate Principal Balance of the Class
                  III-M-1 Certificates has been reduced to zero.

                           (3) On each Distribution Date, the Securities
                  Administrator shall distribute to the Holders of the Class
                  III-M-2 Certificates, to the extent of the portion of the
                  Group III Principal Distribution Amount remaining after the
                  sum of the Group III Senior Principal Distribution Amount and
                  the Class III-M-1 Principal Distribution Amount has been
                  distributed, the Class III-M-2 Principal Distribution Amount
                  in reduction of the Certificate Principal Balance thereof,
                  until the Certificate Principal Balance of the Class III-M-2
                  Certificates has been reduced to zero.

                           (4) On each Distribution Date, the Securities
                  Administrator shall distribute to the Holders of the Class
                  III-M-3 Certificates, to the extent of the portion of the
                  Group III Principal Distribution Amount remaining after the
                  sum of the Group III Senior Principal Distribution Amount, the
                  Class III-M-1 Principal Distribution Amount and the Class
                  III-M-2 Principal Distribution Amount has been distributed,
                  the Class III-M-3 Principal Distribution Amount in reduction
                  of the Certificate Principal Balance thereof, until the
                  Certificate Principal Balance of the Class III-M-3
                  Certificates has been reduced to zero.

                  (iii) On each Distribution Date, the Securities Administrator
         shall distribute any Net Monthly Excess Cashflow for such Distribution
         Date in the following order of priority:

                           (1) to the Holders of the Group III Senior
                  Certificates (other than the Class III-A-IO Certificates) and
                  Group III Mezzanine Certificates, an amount equal to the Extra
                  Principal Distribution Amount for such Distribution Date,
                  payable to such holders in accordance with the provisions set
                  forth in clause (iv) below;

                           (2) to the Holders of the Class III-M-1 Certificates,
                  Class III-M-2 Certificates and Class III-M-3 Certificates, in
                  that order, the related Interest Carry Forward Amount;

                           (3) to the Reserve Fund, an amount equal to (a) with
                  respect to the Group III Senior Certificates, other than the
                  Class III-A-1 Certificates and Class III-A-IO Certificates,
                  the sum of the Net WAC Rate Carryover Amounts, if any, and
                  (ii) with respect to the Class III-A-1 Certificates, the
                  amount by which the sum of the Net WAC Rate Carryover Amounts
                  with respect to the Class III-A-1 Certificates exceeds the sum
                  of any amounts received by the Securities Administrator with
                  respect to the Cap Agreement since the prior Distribution
                  Date;



                                      -97-
<PAGE>

                           (4) to the holders of the Class III-CE Certificates,
                  the related Group III Interest Distribution Amount and any
                  Overcollateralization Reduction Amount; and

                           (5) to the holders of the Class III-R Certificates,
                  any remaining amounts; provided that if such Distribution Date
                  is the Distribution Date immediately following the expiration
                  of the latest Prepayment Charge term or any Distribution Date
                  thereafter, then any such remaining amounts will be
                  distributed first, to the holders of the Class III-P
                  Certificates, until the Certificate Principal Balance thereof
                  has been reduced to zero; and second, to the holders of the
                  Class III-R Certificates.

                  On each Distribution Date, the Securities Administrator, after
making the required distributions of interest and principal to the Group III
Senior Certificates and Group III Mezzanine Certificates as described in clauses
(i) and (ii) above, and after the distribution of the Net Monthly Excess
Cashflow as described in clause (iii) above, the Securities Administrator will
withdraw from the Reserve Fund the amounts on deposit therein and distribute
such amounts to the Group III Senior Certificates (other than the Class III-A-IO
Certificates) and Group III Mezzanine Certificates in respect of any Net WAC
Rate Carryover Amounts due to each such Class in the following manner and order
of priority: FIRST, concurrently to the Group III Senior Certificates, other
than the Class III-A-IO Certificates, on a pro-rata basis, the related Net WAC
Rate Carryover Amount for such Distribution Date for each such Class; SECOND, to
the Class III-M-1 Certificates, the related Net WAC Rate Carryover Amount for
such Distribution Date for such Class; THIRD, to the Class III-M-2 Certificates,
the related Net WAC Rate Carryover Amount for such Distribution Date for such
Class; and FOURTH, to the Class III-M-3 Certificates, the related Net WAC Rate
Carryover Amount for such Distribution Date for such Class.

                  (iv) (A) On each Distribution Date (a) prior to the Stepdown
         Date or (b) on which a Trigger Event is in effect, the Extra Principal
         Distribution Amount with respect to the Group III Loans shall be
         distributed in the following order of priority:

                           (1) FIRST, to the Class III-A-1, Class III-A-2, Class
                  III-A-3, Class III-A-4, Class III-A-5 and Class III-A-6
                  Certificates sequentially, in that order, until the
                  Certificate Principal Balance of each such Class has been
                  reduced to zero;

                           (2) SECOND, to the Class III-M-1 Certificates, until
                  the Certificate Principal Balance of the Class III-M-1
                  Certificates has been reduced to zero;

                           (3) THIRD, to the Class III-M-2 Certificates, until
                  the Certificate Principal Balance of the Class III-M-2
                  Certificates has been reduced to zero; and



                                      -98-
<PAGE>

                           (4) FOURTH, to the Class III-M-3 Certificates, until
                  the Certificate Principal Balance of the Class III-M-3
                  Certificates has been reduced to zero.

                  (B)      On each Distribution Date (a) on or after the
                           Stepdown Date and (b) on which a Trigger Event is not
                           in effect, the Holders of the Group III Senior
                           Certificates, other than the Class III-A-IO
                           Certificates, and each Class of Group III Mezzanine
                           Certificates shall be entitled to receive
                           distributions in respect of principal to the extent
                           of the Extra Principal Distribution Amount in the
                           following amounts and order of priority:

                                    (1) FIRST, the lesser of (x) the Extra
                           Principal Distribution Amount and (y) the Group III
                           Senior Principal Distribution Amount, shall be
                           distributed to the holders of the Class III-A-1,
                           Class III-A-2, Class III-A-3, Class III-A-4, Class
                           III-A-5 and Class III-A-6 Certificates, in that
                           order, until the Certificate Principal Balance of
                           each such Class has been reduced to zero;

                                    (2) SECOND, the lesser of (x) the excess of
                           (i) the Extra Principal Distribution Amount over (ii)
                           the amount distributed to the holders of the Group
                           III Senior Certificates under clause (iv)(B)(1)
                           above, and (y) the Class III-M-1 Principal
                           Distribution Amount, shall be distributed to the
                           holders of the Class III-M-1 Certificates, until the
                           Certificate Principal Balance of the Class III-M-1
                           Certificates has been reduced to zero;

                                    (3) THIRD, the lesser of (x) the excess of
                           (i) the Extra Principal Distribution Amount over (ii)
                           the sum of the amounts distributed to the holders of
                           the Group III Senior Certificates under clause
                           (iv)(B)(1) above and to the holders of the Class
                           III-M-1 Certificates under clause (iv)(B)(2) above,
                           and (y) the Class III-M-2 Principal Distribution
                           Amount, shall be distributed to the holders of the
                           Class III-M-2 Certificates, until the Certificate
                           Principal Balance of the Class III-M-2 Certificates
                           has been reduced to zero; and

                                    (4) FOURTH, the lesser of (x) the excess of
                           (i) the Extra Principal Distribution Amount over (ii)
                           the sum of the amounts distributed to the holders of
                           the Group III Senior Certificates under clause
                           (iv)(B)(i) above, to the holders of the Class III-M-1
                           Certificates under clause (iv)(B)(2) above and to the
                           holders of the Class III-M-2 Certificates under
                           clause (iv)(B)(3) above, and (y) the Class III-M-3
                           Principal Distribution Amount, shall be distributed
                           to the holders of the Class III-M-3 Certificates,
                           until the



                                      -99-
<PAGE>

                           Certificate Principal Balance of the Class III-M-3
                           Certificates has been reduced to zero.

                  (v) On each Distribution Date, the Securities Administrator
         shall withdraw any amounts then on deposit in the Distribution Account
         that represent Prepayment Charges and shall distribute such amounts to
         the Class III-P Certificateholders.

                  Section 4.4 ALLOCATION OF GROUP III REALIZED LOSSES.

                  (a) Prior to each Distribution Date, the Master Servicer,
based solely on the information provided by the related Servicer, shall
determine the amount of Group III Realized Losses, if any, with respect to each
Group III Loan.

                  (b) Group III Realized Losses on the Group III Loans for any
Distribution Date will FIRST, cause a reduction in Net Monthly Excess Cash Flow
for that Distribution Date and SECOND, cause a reduction in the Certificate
Principal Balance of the Class III-CE Certificates for that Distribution Date
until reduced to zero. To the extent that Group III Realized Losses on a
Distribution Date cause the Aggregate Certificate Principal Balance of the Group
III Senior Certificates and Group III Mezzanine Certificates after taking into
account all distributions on such Distribution Date to exceed the aggregate
principal balance of the Group III Loans as of the last day of the related Due
Period, such excess will be allocated FIRST, to the Class III-M-3 Certificates;
SECOND, to the Class III-M-2 Certificates; and THIRD, to the Class III-M-1
Certificates, in each case in reduction of the Certificate Principal Balance
thereof until the Certificate Principal Balance of each such Class has been
reduced to zero.

                  (c) Once Group III Realized Losses have been allocated to the
Group III Mezzanine Certificates, such amounts with respect to these
Certificates will no longer accrue interest nor will such amounts be reinstated
thereafter.

                  (d) Any allocation of a Group III Realized Loss to a Group III
Mezzanine Certificate will be made by reducing the Certificate Principal Balance
of that Group III Mezzanine Certificate by the amount so allocated as of such
Distribution Date after all distributions on such Distribution Date have been
made. Any allocation of Group III Realized Losses to a Class III-CE Certificate
shall be made by reducing the amount otherwise payable in respect thereof
pursuant to Section 4.3(iii)(4). No allocations of any Group III Realized Losses
shall be made to the Certificate Principal Balances of the Group III Senior
Certificates or the Class III-P Certificates. Notwithstanding anything to the
contrary in this Agreement, in no event will the Certificate Principal Balance
of any Group III Mezzanine Certificate be reduced more than once in respect of
any particular amount both (i) allocable to the Group III Mezzanine Certificate
in respect of Group III Realized Losses and (ii) payable as principal to the
Holder of the Group III Mezzanine Certificate from Net Monthly Excess Cashflow.



                                     -100-
<PAGE>

                  (e) As used herein, an allocation of a Group III Realized Loss
on a "pro rata basis" among two or more specified Classes of Certificates means
an allocation on a pro rata basis, among the various Classes so specified, to
each such Class of Group III Certificates on the basis of their then outstanding
Certificate Principal Balances prior to giving effect to distributions to be
made on such Distribution Date. All Group III Realized Losses and all other
losses allocated to a Class of Group III Certificates hereunder will be
allocated among the Certificates of such Class in proportion to the Percentage
Interests evidenced thereby.

                  (f) All Group III Realized Losses shall be allocated on each
Distribution Date first, to REMIC III Regular Interest LT-III, until the
Uncertificated Principal Balances have been reduced to zero and then to REMIC I
Regular Interest LT-III-IO-1 , REMIC I Regular Interest LT-III-IO-2 , REMIC I
Regular Interest LT-III-IO-3 , REMIC I Regular Interest LT-III-IO-4 and REMIC I
Regular Interest LT-III-IO-5, until the Uncertificated Principal Balances have
been reduced to zero.

                  (g) All Group III Realized Losses on the REMIC III Regular
Interests shall be allocated on each Distribution Date to the following REMIC IV
Regular Interests in the specified percentages, as follows: first, to
Uncertificated Accrued Interest payable to the REMIC IV Regular Interest
MT-III-AA and REMIC IV Regular Interest MT-III-ZZ up to an aggregate amount
equal to the REMIC IV Interest Loss Allocation Amount, 98% and 2%, respectively;
second, to the Uncertificated Principal Balances of the REMIC IV Regular
Interest MT-III-AA and REMIC IV Regular Interest MT-III-ZZ up to an aggregate
amount equal to the REMIC IV Principal Loss Allocation Amount, 98% and 2%,
respectively; third, to the Uncertificated Principal Balances of REMIC IV
Regular Interest MT-III-AA, 98%, to REMIC IV Regular Interest MT-III-M3, 1% and
to REMIC IV Regular Interest MT-III-ZZ, 1%, respectively, until the
Uncertificated Principal Balances of REMIC IV Regular Interest MT-III-M3 has
been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
IV Regular Interest MT-III-AA, REMIC IV Regular Interest MT-III-M2 and REMIC IV
Regular Interest MT-III-ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC IV Regular Interest MT-III-M2 has been
reduced to zero; and fifth, to the Uncertificated Principal Balances of REMIC IV
Regular Interest MT-III-AA, REMIC IV Regular Interest MT-III-M1 and REMIC IV
Regular Interest MT-III-ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC IV Regular Interest MT-III-M1 has been
reduced to zero.

                  Section 4.5 REDUCTION OF CERTIFICATE PRINCIPAL BALANCES ON THE
GROUP I, GROUP II AND GROUP III CERTIFICATES.

                  (a) All reductions in the Certificate Principal Balance of a
         Certificate effected by distributions of principal or allocations of
         Group I/II Realized Losses and Group III Realized Losses with respect
         to the related Loans made on any Distribution Date shall be binding
         upon all Holders of such Certificate and of any Certificate issued upon
         the registration of transfer or exchange therefor or in lieu thereof,
         whether or not such distribution is noted on such Certificate. The
         final distribution of principal of each



                                     -101-
<PAGE>

         Certificate (and the final distribution with respect to the Residual
         Certificates upon termination of the Trust Fund) shall be payable in
         the manner provided above only upon presentation and surrender thereof
         on or after the Distribution Date therefor at the office or agency of
         the Securities Administrator specified in the notice delivered pursuant
         to Section 4.8, Section 9.1 or Section 9.3.

                  (b) Whenever, on the basis of Curtailments, Payoffs and
         Monthly Payments on the Loans and related Insurance Proceeds and
         Liquidation Proceeds received and expected to be received during the
         applicable Prepayment Period, the Securities Administrator believes
         that the entire remaining unpaid Class Principal Balance of any Class
         of Certificates shall become distributable on the next Distribution
         Date, the Securities Administrator shall, no later than the
         Determination Date of the month of such Distribution Date, mail or
         cause to be mailed to each Person in whose name a Certificate to be so
         retired is registered at the close of business on the Record Date, to
         the Underwriter and to each Rating Agency a notice to the effect that:

                           (i) it is expected that funds sufficient to make such
                  final distribution shall be available in the related
                  Distribution Account on such Distribution Date, and

                           (ii) if such funds are available, (A) such final
                  distribution shall be payable on such Distribution Date, but
                  only upon presentation and surrender of such Certificate at
                  the office or agency of the Securities Administrator
                  maintained for such purpose (the address of which shall be set
                  forth in such notice), and (B) no interest shall accrue on
                  such Certificate after such Distribution Date.

                  Section 4.6 COMPLIANCE WITH WITHHOLDING REQUIREMENTS.

                  Notwithstanding any other provision of this Agreement, the
Trustee and the Securities Administrator shall comply with all federal
withholding requirements respecting payments to Certificateholders of interest
or original issue discount that the Trustee and the Securities Administrator
reasonably believe are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Securities Administrator does withhold any amount from interest or original
issue discount payments or advances thereof to any Certificateholder pursuant to
federal withholding requirements, the Securities Administrator shall indicate
the amount withheld to such Certificateholders.

                  Section 4.7 DISTRIBUTIONS ON THE UNCERTIFICATED REMIC REGULAR
INTERESTS

                  (a) Distributions of principal from the Group I Loans and the
         Group II Loans shall be deemed to be made to the REMIC I Regular
         Interests, in each case from the related Loan Group, first, to REMIC I
         Regular Interest LT-1-SUB and REMIC I Regular Interest LT-II-SUB, as
         applicable, so that the Uncertificated Principal Balance of each such
         REMIC I Regular Interest is equal to 0.01% of the excess of (x) the
         aggregate Scheduled Principal Balance of the Loans in the related Loan
         Group over (y) the current Certificate



                                     -102-
<PAGE>

         Principal Balance of the Group I Senior Certificates or Group II Senior
         or Certificates related to such Loan Group (except that if any such
         excess is a larger number than in the preceding distribution period,
         the least amount of principal shall be distributed to such REMIC I
         Regular Interests such that the REMIC I Subordinated Balance Ratio is
         maintained); and second, any remaining principal in each Loan Group to
         REMIC I Regular Interest LT-I-ZZZ and REMIC I Regular Interest
         LT-II-ZZZ, as applicable (provided that a portion of the remaining
         principal equal to the Group I Discount Fractional Principal Amount and
         Group II Discount Fractional Principal Amount will be distributed to
         REMIC I Regular Interest LT-I-PO and REMIC I Regular Interest LT-II-PO,
         respectively).

                  (b) Distributions of principal from the Group III Loans shall
         be deemed to be made to the REMIC III Regular Interests in the
         following order of priority and in accordance with the Remittance
         Report, shall be distributed by REMIC III to REMIC IV on account of
         REMIC III Regular Interests or withdrawn from the Distribution Account
         and distributed to the Holders of the Class III-R Certificates, as the
         case may be:

                           (i) first, to the Holders of REMIC III Regular
                  Interest LT-III-IO-1, REMIC III Regular Interest LT-III-IO-2,
                  REMIC III Regular Interest LT-III-IO-3, REMIC III Regular
                  Interest LT-III-IO-4 and REMIC III Regular Interest
                  LT-III-IO-5, in an amount equal to (A) the Uncertificated
                  Accrued Interest for such Distribution Date, plus (B) any
                  amounts in respect thereof remaining unpaid from previous
                  Distribution Dates and second, to the Holders of REMIC III
                  Regular Interest LT-III and REMIC III Regular Interest
                  LT-III-P, in an amount equal to (A) the Uncertificated Accrued
                  Interest for such Distribution Date, plus (B) any amounts in
                  respect thereof remaining unpaid from previous Distribution
                  Dates;

                           (ii) second, to the Holders of the REMIC III Regular
                  Interest LT-III-P, on the Distribution Date immediately
                  following the expiration of the latest Prepayment Charge term
                  as identified on the Loan Schedule or any Distribution Date
                  thereafter until $100 has been distributed pursuant to this
                  clause;

                           (iii) third, on each Distribution Date, the remainder
                  of the Group III Available Distribution Amount for such
                  Distribution Date after the distributions made pursuant to
                  clause (i) and clause (ii) above, first, to the Holders of
                  REMIC III Regular Interest LT-III until the Uncertificated
                  Principal Balance of such REMIC III Regular Interest is
                  reduced to zero, and second, to the Holders of REMIC III
                  Regular Interest LT-III-IO-1, REMIC III Regular Interest
                  LT-III-IO-2, REMIC III Regular Interest LT-III-IO-3, REMIC III
                  Regular Interest LT-III-IO-4 and REMIC III Regular Interest
                  LT-III-IO-5, until the Uncertificated Principal Balance of
                  each such REMIC III Regular Interest is reduced to zero; and

                           (iv) fourth, to the Holders of the Class III-R
                  Certificates, any amounts remaining after the distributions
                  pursuant to clauses (b)(i) through (b)(iii) above.



                                     -103-
<PAGE>

                  (c) On each Distribution Date, all amounts representing
         Prepayment Charges in respect of the Group III Loans received during
         the related Prepayment Period will be distributed by REMIC III to the
         Holders of REMIC III Regular Interest LT-III-P. The payment of the
         foregoing amounts to the Holders of REMIC III Regular Interest LT-III-P
         shall not reduce the Uncertificated Principal Balance thereof.

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

                           (i) first, to the Holders of REMIC IV Regular
                  Interest MT-III-IO-A and REMIC IV Regular Interest
                  MT-III-IO-B, in an amount equal to (A) the Uncertificated
                  Accrued Interest for each such REMIC IV Regular Interest for
                  such Distribution Date, plus (B) any amounts in respect
                  thereof remaining unpaid from previous Distribution Dates and
                  then to Holders of REMIC IV Regular Interest MT-III-AA, REMIC
                  Regular Interest MT-III-A1, REMIC Regular Interest MT-III-A2,
                  REMIC Regular Interest MT-III-A3, REMIC Regular Interest
                  MT-III-A4, REMIC Regular Interest MT-III-A5, REMIC Regular
                  Interest MT-III-A6, REMIC IV Regular Interest MT-III-M1, REMIC
                  IV Regular Interest MT-III-M2, REMIC IV Regular Interest
                  MT-III-M3, REMIC IV Regular Interest MT-III-ZZ and REMIC IV
                  Regular Interest MT-III-P, pro rata, in an amount equal to (A)
                  the Uncertificated Accrued Interest for each such REMIC IV
                  Regular Interest for such Distribution Date, plus (B) any
                  amounts in respect thereof remaining unpaid from previous
                  Distribution Dates. Amounts payable as Uncertificated Accrued
                  Interest in respect of REMIC IV Regular Interest MT-III-ZZ
                  shall be reduced and deferred when the REMIC IV
                  Overcollateralization Amount is less than the REMIC IV
                  Overcollateralization Target Amount, by the lesser of (x) the
                  amount of such difference and (y) the REMIC IV Regular
                  Interest MT-III-ZZ Maximum Interest Deferral Amount and such
                  amount will be payable to the Holders of REMIC Regular
                  Interest MT-III-A1, REMIC Regular Interest MT-III-A2, REMIC
                  Regular Interest MT-III-A3, REMIC Regular Interest MT-III-A4,
                  REMIC Regular Interest MT-III-A5, REMIC Regular Interest
                  MT-III-A6, REMIC IV Regular Interest MT-III-M1, REMIC IV
                  Regular Interest MT-III-M2, REMIC IV Regular Interest
                  MT-III-M3 in the same proportion as the Overcollateralization
                  Increase Amount is allocated to the Corresponding
                  Certificates, and the Uncertificated Principal Balance of
                  REMIC IV Regular Interest MT-III-ZZ shall be increased by such
                  amount;

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



                                     -104-
<PAGE>

                                    (a) to the Holders of REMIC IV Regular
                           Interest MT-III-AA and REMIC IV Regular Interest
                           MT-III-P, 98.00% of such remainder (other than
                           amounts payable under clause (d) below), until the
                           Uncertificated Principal Balance of such REMIC IV
                           Regular Interest is reduced to zero, provided,
                           however, that the Uncertificated Principal Balance of
                           REMIC IV Regular Interest MT-III-P shall not be
                           reduced until the Distribution Date in September 2008
                           or any Distribution Date thereafter, at which point
                           such amount shall be distributed to REMIC IV Regular
                           Interest MT-III-P, until $100 has been distributed
                           pursuant to this clause;

                                    (b) to the Holders of REMIC Regular Interest
                           MT-III-A1, REMIC Regular Interest MT-III-A2, REMIC
                           Regular Interest MT-III-A3, REMIC Regular Interest
                           MT-III-A4, REMIC Regular Interest MT-III-A5, REMIC
                           Regular Interest MT-III-A6, REMIC IV Regular Interest
                           MT-III-M1, REMIC IV Regular Interest MT-III-M2, REMIC
                           IV Regular Interest MT-III-M3, 1.00% of such
                           remainder (other than amounts payable under clause
                           (d) below), in the same proportion as principal
                           payments are allocated to the Corresponding
                           Certificates, until the Uncertificated Principal
                           Balances of such REMIC IV Regular Interests are
                           reduced to zero;

                                    (c) to the Holders of REMIC IV Regular
                           Interest MT-III-ZZ, 1.00% of such remainder (other
                           than amounts payable under the proviso below), until
                           the Uncertificated Principal Balance of such REMIC IV
                           Regular Interest is reduced to zero; then

                                    (d) any remaining amount to the Holders of
                           the Class III-R Certificates; and

                           (iii) third, to REMIC IV Regular Interest MT-III-P,
                  100% of the amount paid in respect of REMIC I Regular Interest
                  LT-III-P;

         provided, however, that (i) 98.00% and (ii) 2.00% of any principal
payments that are attributable to an Overcollateralization Release Amount shall
be allocated to Holders of (i) REMIC IV Regular Interest MT-III-AA and REMIC IV
Regular Interest MT-III-P, in that order and (ii) REMIC IV Regular Interest
MT-III-ZZ, respectively; provided that REMIC IV Regular Interest MT-III-P shall
not be reduced until the Distribution Date in September 2008, at which point
such amount shall be distributed to REMIC IV Regular Interest MT-III-P, until
$100 has been distributed pursuant to this clause.

                  Section 4.8 STATEMENTS TO CERTIFICATEHOLDERS.



                                     -105-
<PAGE>

                  (a) On each Distribution Date, the Securities Administrator
         shall provide or make available, upon request to each Holder of a Group
         I Senior Certificate, Group II Senior Certificate and Group I/II
         Subordinate Certificate and the Credit Risk Manager, a statement (each,
         a "Remittance Report") as to the distributions made to such
         Certificateholders on such Distribution Date setting forth:

                           (i) the amount of the distribution made on such
                  Distribution Date to the Holders of the Group I Senior, Group
                  II Senior and Group I/II Subordinate Certificates allocable to
                  principal;

                           (ii) the amount of the distribution made on such
                  Distribution Date to the Holders of the Group I Senior, Group
                  II Senior and Group I/II Subordinate Certificates allocable to
                  interest;

                           (iii) the aggregate Servicing Fee received by each
                  Servicer and Master Servicing Fee received by the Master
                  Servicer during the related Due Period;

                           (iv) the number and aggregate Principal Balance of
                  the Group I Loans and Group II Loans delinquent one, two and
                  three months or more;

                           (v) the (A) number and aggregate Principal Balance of
                  Group I Loans and Group II Loans with respect to which
                  foreclosure proceedings have been initiated, and (B) the
                  number and aggregate Principal Balance of Mortgaged Properties
                  acquired through foreclosure, deed in lieu of foreclosure or
                  other exercise of rights respecting the Trustee's security
                  interest in the Group I Loans and Group II Loans;

                           (vi) the aggregate Principal Balance of the Group I
                  Loans and Group II Loans as of the close of business on the
                  last day of the related Prepayment Period;

                           (vii) the amount of Special Hazard Coverage available
                  to the Group I Senior Certificates and Group II Senior
                  Certificates remaining as of the close of business on the
                  applicable Determination Date;

                           (viii) the amount of Bankruptcy Coverage available to
                  the Group I Senior Certificates and Group II Senior
                  Certificates remaining as of the close of business on the
                  applicable Determination Date;

                           (ix) the amount of Fraud Coverage available to the
                  Group I Senior Certificates and Group II Senior Certificates
                  remaining as of the close of business on the applicable
                  Determination Date;

                           (x) the amount of Group I/II Realized Losses with
                  respect to the Group I Loans and Group II Loans allocable to
                  the Certificates on the related Distribution Date and the
                  cumulative amount of Group I/II Realized Losses incurred and
                  allocated to the related Certificates since the Cut-Off Date;



                                     -106-
<PAGE>



                           (xi) the amount of interest accrued but not paid to
                  each Class of Group I Senior, Group II Senior and Group I/II
                  Subordinate Certificates entitled to interest since (a) the
                  prior Distribution Date and (b) the Closing Date;

                           (xii) the amount of funds advanced by each Servicer
                  and the Master Servicer for such Distribution Date with
                  respect to Group I Loans and Group II Loans;

                           (xiii) the total amount of Payoffs and Curtailments
                  received during the related Prepayment Period with respect to
                  Group I Loans and Group II Loans;

                           (xiv) with respect to any Group I Loan and Group II
                  Loan that became an REO Property during the preceding calendar
                  month, the loan number of such Loan, the Principal Balance and
                  the Scheduled Principal Balance of such Loan;

                           (xv) to the extent provided by the Servicer, the book
                  value of any REO Property as of the close of business on the
                  last Business Day of the calendar month preceding the
                  Distribution Date with respect to the Group I Loans and Group
                  II Loans;

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

                           (xvii) the Class Principal Balance of each Class of
                  Group I Senior, Group II Senior and Group I/II Subordinate
                  Certificates, after giving effect to the distributions and
                  allocations of Group I/II Realized Losses made on such
                  Distribution Date, separately identifying any reduction
                  thereof due to allocations of Group I/II Realized Losses;

                           (xviii) the aggregate amount of any Group I/II
                  Prepayment Interest Shortfalls for such Distribution Date on
                  the Group I Loans and Group II Loans, to the extent not
                  covered by payments by the Master Servicer pursuant to Section
                  3.20;

                           (xix) the aggregate amount of Group I/II Relief Act
                  Interest Shortfalls for such Distribution Date with respect to
                  the Group I Loans and Group II Loans; and

                           (xx) the respective Pass-Through Rates applicable to
                  each Class of Group I Senior, Group II Senior and Group I/II
                  Subordinate Certificates as of such Distribution Date.

                  (b) On each Distribution Date, the Securities Administrator
         shall provide or make available, upon request to each Holder of the
         Group III Certificates (other than the Class III-R Certificates) and
         the Credit Risk Manager, a statement (each, a "Remittance Report") as
         to the distributions made to such Certificateholders on such
         Distribution Date setting forth:

                           (i) the amount of the distribution made on such
                  Distribution Date to the Holders of the Group III Certificates
                  of each Class allocable to principal and the




                                     -107-
<PAGE>


                  amount of the distribution made on such Distribution Date to
                  the Holders of the Class III-P Certificates allocable to
                  Prepayment Charges;

                           (ii) the amount of the distribution made on such
                  Distribution Date to the Holders of the Group III Certificates
                  of each Class allocable to interest;

                           (iii) the aggregate Servicing Fee received by each
                  Servicer and Master Servicing Fee received by the Master
                  Servicer during the related Due Period;

                           (iv) the number and aggregate Principal Balance of
                  the Group III Loans delinquent one, two and three months or
                  more;

                           (v) the (A) number and aggregate Principal Balance of
                  Group III Loans with respect to which foreclosure proceedings
                  have been initiated, and (B) the number and aggregate
                  Principal Balance of Mortgaged Properties acquired through
                  foreclosure, deed in lieu of foreclosure or other exercise of
                  rights respecting the Trustee's security interest in the
                  Loans;

                           (vi) the aggregate Principal Balance of the Group III
                  Loans as of the close of business on the last day of the
                  related Prepayment Period;

                           (vii) the aggregate amount of Principal Prepayments
                  made during the related Prepayment Period and the aggregate
                  amount of any Prepayment Charges received in respect thereof;

                           (viii) the amount of Group III Realized Losses with
                  respect to the Group III Loans allocable to the Group III
                  Certificates on the related Distribution Date and the
                  cumulative amount of Group III Realized Losses incurred and
                  allocated to the Certificates since the Cut-Off Date;

                           (ix) the amount of interest accrued but not paid to
                  each Class of Group III Certificates entitled to interest
                  since (a) the prior Distribution Date and (b) the Closing
                  Date;

                           (x) the amount of funds advanced by each Servicer and
                  the Master Servicer for such Distribution Date;

                           (xi) the total amount of Payoffs and Curtailments
                  received during the related Prepayment Period;

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



                                     -108-
<PAGE>


                           (xiii) to the extent provided by the Servicer, the
                  book value of any REO Property as of the close of business on
                  the last Business Day of the calendar month preceding the
                  Distribution Date;

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

                           (xv) the Class Principal Balance of each Class of
                  Group III Certificates, after giving effect to the
                  distributions and allocations of Group III Realized Losses
                  made on such Distribution Date, separately identifying any
                  reduction thereof due to allocations of Group III Realized
                  Losses;

                           (xvi) the aggregate amount of any Group III
                  Prepayment Interest Shortfalls for such Distribution Date, to
                  the extent not covered by payments by the Master Servicer
                  pursuant to Section 3.20;

                           (xvii) the aggregate amount of Group III Relief Act
                  Interest Shortfalls for such Distribution Date.

                           (xviii) the Required Overcollateralization Amount and
                  the Credit Enhancement Percentage for such Distribution Date;

                           (xix) the Overcollateralization Increase Amount, if
                  any, for such Distribution Date;

                           (xx) the Overcollateralization Reduction Amount, if
                  any, for such Distribution Date;

                           (xxi) the Net WAC Rate Carryover Amount, if any, for
                  such Distribution Date;

                           (xxii) the Net WAC Rate Carryover Amount, if any,
                  outstanding after reimbursements therefor on such Distribution
                  Date;

                           (xxiii) the respective Pass-Through Rates applicable
                  to the Group III Senior, the Group III Mezzanine and the Class
                  III-CE Certificates for such Distribution Date;

                           (xxiv) the amount of any deposit to the Reserve Fund
                  contemplated by Section 3.25;

                           (xxv) the balance of the Reserve Fund prior to the
                  deposit or withdrawal of any amounts on such Distribution
                  Date;



                                     -109-
<PAGE>


                           (xxvi) the amount of any withdrawal from the Reserve
                  Fund pursuant to Section 4.3(iii)(3); and

                           (xxvii) the balance of the Reserve Fund after all
                  deposits and withdrawals on such Distribution Date.

                  The Securities Administrator shall make such statement (and,
at its option, any additional files containing the same information in an
alternative format) available each month to the Certificateholders, the Trustee
and the Rating Agencies via the Securities Administrator's internet website. The
Securities Administrator's internet website shall initially be located at
http:\\www.ctslink.com and assistance in using the website can be obtained by
calling the Securities Administrator's customer service desk at 1-301-815-6600.
Parties that are unable to use the above distribution option are entitled to
have a paper copy mailed to them via first class mail by calling the customer
service desk and indicating such. The Securities Administrator shall have the
right to change the way such statements are distributed in order to make such
distribution more convenient and/or more accessible to the above parties and the
Securities Administrator shall provide timely and adequate notification to all
above parties regarding any such changes.

                  In the case of information furnished pursuant to subclauses
(a)(i) and (b)(ii) above, the amounts shall be expressed as a dollar amount per
single Certificate of the relevant Class.

                  Within a reasonable period of time after the end of each
calendar year, the Securities Administrator shall furnish to each Person who at
any time during the calendar year was a Holder of a Regular Interest Certificate
a statement containing the information set forth in subclauses (a)(i) and
(b)(ii) above, aggregated for such calendar year or applicable portion thereof
during which such person was a Certificateholder. Such obligation of the
Securities Administrator shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Securities
Administrator pursuant to any requirements of the Code as from time to time are
in force.
                  Within a reasonable period of time after the end of each
calendar year, the Securities Administrator shall furnish to each Person who at
any time during the calendar year was a Holder of a Class R Certificate or Class
III-R Certificate a statement setting forth the amount, if any, actually
distributed with respect to the Class R Certificates and Class III-R
Certificates, as appropriate, aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder.

                  The Securities Administrator shall, upon request, furnish to
each Certificateholder, during the term of this Agreement, such periodic,
special, or other reports or information, whether or not provided for herein, as
shall be reasonable with respect to the Certificateholder, as applicable, or
otherwise with respect to the purposes of this Agreement, all such reports or
information to be provided at the expense of the Certificateholder, in
accordance



                                     -110-
<PAGE>


with such reasonable and explicit instructions and directions as the
Certificateholder may provide.

                  On each Distribution Date the Securities Administrator shall
provide Bloomberg Financial Markets, L.P. ("Bloomberg") CUSIP level factors for
each Class of Certificates as of such Distribution Date, using a format and
media mutually acceptable to the Securities Administrator and Bloomberg.

                  Section 4.9 ADVANCES.

                  If the Monthly Payment on a Loan or a portion thereof is
delinquent as of its Due Date, other than as a result of interest shortfalls due
to bankruptcy proceedings or application of the Relief Act, and the related
Servicer fails to make an advance of the delinquent amount pursuant to the
related Servicing Agreement, the Master Servicer shall deposit in the related
Distribution Account, from its own funds or from amounts on deposit in the
related Distribution Account that are held for future distribution, not later
than the related Distribution Account Deposit Date immediately preceding the
related Distribution Date an amount equal to such delinquency, net of the
Servicing Fee and Master Servicing Fee for such Loan except to the extent the
Master Servicer determines any such advance to be nonrecoverable from
Liquidation Proceeds, Insurance Proceeds, or future payments on the Loan for
which such Advance was made. Any amounts held for future distribution and so
used shall be appropriately reflected in the Master Servicer's records and
replaced by the Master Servicer by deposit in the related Distribution Account
on or before any future Distribution Account Deposit Date to the extent that the
Group I Available Distribution Amount, Group II Available Distribution Amount or
Group III Available Distribution Amount for the related Distribution Date
(determined without regard to Advances to be made on the related Distribution
Account Deposit Date) shall be less than the total amount that would be
distributed to the related Classes of Certificateholders pursuant to Section 4.1
and 4.3 on such Distribution Date if such amounts held for future distributions
had not been so used to make Advances. Subject to the foregoing, the Master
Servicer shall continue to make such Advances through the date that the related
Servicer is required to do so under its Servicing Agreement. If applicable, on
the related Distribution Account Deposit Date, the Master Servicer shall present
an Officer's Certificate to the Trustee (i) stating that the Master Servicer
elects not to make an Advance in a stated amount and (ii) detailing the reason
it deems the advance to be nonrecoverable.



                                     -111-
<PAGE>


                                   ARTICLE V
                                THE CERTIFICATES

                  Section 5.1 THE CERTIFICATES.

                  (a) Each of the Certificates shall be substantially in the
         forms annexed hereto as exhibits, and shall, on original issue, be
         executed and authenticated by the Securities Administrator and
         delivered by the Trustee to or upon the receipt of a written order to
         authenticate from the Depositor concurrently with the sale and
         assignment to the Trustee of the Trust Fund. The Certificates shall be
         issuable in Authorized Denominations.

                  The Certificates shall be executed by manual or facsimile
signature on behalf of the Trust Fund by a Responsible Officer of the Securities
Administrator. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time such signatures were affixed, authorized to
sign on behalf of the Securities Administrator shall bind the Trust Fund,
notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such Certificates or did
not hold such offices at the date of such Certificate. No Certificate shall be
entitled to any benefit under this Agreement or be valid for any purpose, unless
such Certificate shall have been manually authenticated by the Securities
Administrator substantially in the form provided for herein, and such
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

                  (b) Subject to Section 5.1(d), the Group I Senior (other than
         the Class R Certificates), Group II Senior, Group III Senior, Group III
         Mezzanine, Class M, Class B-1 and Class B-2 Certificates shall be
         Book-Entry Certificates. On the Closing Date, the Class R, Class
         III-CE, Class III-P, Class III-R and Junior Subordinate Certificates
         shall be definitive Certificates ("Definitive Certificates") and shall
         be issued in fully registered certificated form.

                  (c) The Junior Subordinate Certificates initially offered and
         sold in offshore transactions in reliance on Regulation S shall be
         issued in the form of a temporary global certificate in definitive,
         fully registered form (each, a "Regulation S Temporary Global
         Certificate"), which shall be deposited with the Securities
         Administrator or an agent of the Securities Administrator as custodian
         for the Depository and registered in the name of Cede & Co. as nominee
         of the Depository for the account of designated agents holding on
         behalf of Euroclear or Clearstream. Beneficial interests in each
         Regulation S Temporary Global Certificate may be held only through
         Euroclear or Clearstream; provided, however, that such interests may be
         exchanged for interests in a Definitive Certificate in accordance with
         the requirements described in Section 5.3. After the expiration of the
         Release Date, a beneficial interest in a Regulation S Temporary Global
         Certificate may be exchanged for a beneficial interest in the related
         permanent global certificate of the same Class (each, a "Regulation S
         Permanent Global Certificate"), in accordance with the procedures set
         forth



                                     -112-
<PAGE>


         in Section 5.3. Each Regulation S Permanent Global Certificate shall
         be deposited with the Securities Administrator or an agent of the
         Securities Administrator as custodian for the Depository and registered
         in the name of Cede & Co. as nominee of the Depository.

                  (d) Definitive Certificates shall be issued to
         Certificateholders or their nominees with respect to any Global
         Certificates or Book-Entry Certificates if (i) any related depositary
         notifies the Depositor, the Securities Administrator and the Trustee in
         writing that it is at any time unwilling or unable to discharge
         properly its responsibilities as depositary with respect to a Global
         Certificate, or ceases to be a "clearing agency" registered pursuant to
         the provisions of Section 17A of the Securities Exchange Act of 1934,
         as amended (such depositary hereinafter referred to as the "withdrawing
         depositary"), and the Depositor is unable to locate a qualified
         successor within 90 days after such notice; (ii) the Securities
         Administrator or the Trustee has instituted or has been directed to
         institute any judicial proceeding to enforce the rights of the
         Certificateholders and the Securities Administrator or the Trustee, as
         applicable, has been advised by counsel that in connection with such
         proceeding it is necessary or appropriate for the Securities
         Administrator or the Trustee, as applicable, to obtain possession of
         the Certificates; or (iii) with respect to a Global Certificate, the
         related Certificate Owner (other than a Holder of a Regulation S
         Temporary Global Certificate) requests that its interest in a Global
         Certificate be exchanged for a Definitive Certificate.

                  Upon notice of the occurrence of any of the events described
in the preceding paragraph (other than clause (iii) thereof) the Securities
Administrator shall notify all Certificate Owners of the same Class, through the
applicable Clearing Agency Participants, of the occurrence of such event and of
the availability of Definitive Certificates to Certificate Owners of such Class
requesting the same. Upon surrender by the withdrawing depositary of any Global
Certificate and receipt from the withdrawing depositary of any Global
Certificates and receipt from the withdrawing depositary of instructions for
re-registration, the Securities Administrator shall, at the Depositor's expense,
issue such Certificates in the form of Definitive Certificates, and thereafter
the Trustee and Securities Administrator shall recognize the holders of such
Definitive Certificates as Certificateholders under this Agreement. Neither the
Depositor, the Securities Administrator nor the Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance of Definitive
Certificates of such Class, all references herein to obligations imposed upon or
to be performed by the applicable Clearing Agency shall be deemed to be imposed
upon and performed by the Securities Administrator on behalf of the Trustee, to
the extent applicable with respect to such Definitive Certificates, and the
Securities Administrator and the Trustee shall recognize the Holders of the
Definitive Certificates of such Class as Certificateholders of such Class
hereunder.

                  (e) Neither the Trustee nor the Securities Administrator shall
         have any liability to the Trust Fund and shall be indemnified by the
         Trust Fund for, any cost, liability or expense incurred by them arising
         from a registration of a Certificate or transfer, pledge



                                     -113-
<PAGE>


         sale or other disposition of a Certificate in reliance upon a
         certification, Officer's Certificate, affidavit, ruling or Opinion of
         Counsel described in this Article V.

                  Section 5.2 CERTIFICATES ISSUABLE IN CLASSES; DISTRIBUTIONS OF
PRINCIPAL AND INTEREST; AUTHORIZED DENOMINATIONS. The aggregate principal amount
of Group I Senior, Group II Senior and Group I/II Subordinate Certificates that
may be authenticated and delivered under this Agreement is limited to the
aggregate Principal Balance of the Group I Loans and Group II Loans as of the
Cut-Off Date, as specified in the Preliminary Statement to this Agreement,
except for Certificates authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Certificates pursuant to
Section 5.3. The aggregate principal amount of Group III Senior Certificates and
Group III Subordinate Certificates that may be authenticated and delivered under
this Agreement is limited to the aggregate Principal Balance of the Group III
Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this
Agreement, except for Certificates authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Certificates pursuant
to Section 5.3. Such aggregate principal amount shall be allocated among one or
more Classes having designations, types of interests, initial per annum
Pass-Through Rates, initial Class Principal Balances and last scheduled
Distribution Dates as specified in the Preliminary Statement to this Agreement.
The aggregate Percentage Interest of each Class of Certificates of which the
Class Principal Balance equals zero as of the Cut-Off Date that may be
authenticated and delivered under this Agreement is limited to 100%.
Certificates shall be issued in Authorized Denominations.

                  Section 5.3 REGISTRATION OF TRANSFER AND EXCHANGE OF
CERTIFICATES. (a) The Securities Administrator shall cause to be kept at its
Corporate Trust Office a Certificate Register in which, subject to such
reasonable regulations as it may prescribe, the Securities Administrator shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided.

                  Upon surrender for registration of transfer of any Certificate
at the Corporate Trust Office of the Securities Administrator maintained for
such purpose pursuant to the foregoing paragraph for certificate transfer and
surrender purposes, and, in the case of the Class R, Junior Subordinate, Class
III-CE, Class III-P and Class III-R Certificates, upon satisfaction of the
conditions set forth in Sections 5.3(c), (d), (e), (f) and (g) below, the
Securities Administrator on behalf of the Trust shall execute, authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates, in the applicable form designated below, of the same aggregate
Percentage Interest.

                  At the option of the Certificateholders, Certificates may be
exchanged for other Certificates in Authorized Denominations and the same
aggregate Percentage Interests, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Securities Administrator shall execute,
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall (if so required by the Trustee or the
Securities Administrator) be duly endorsed



                                     -114-
<PAGE>


by, or be accompanied by a written instrument of transfer satisfactory to the
Trustee and the Securities Administrator duly executed by, the Holder thereof or
his attorney duly authorized in writing.

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

                  All transfers by Certificate Owners of Book-Entry Certificates
         and Global Certificates shall be made in accordance with the procedures
         established by the Depository Participant or brokerage firm
         representing such Certificate Owners. Each Depository Participant shall
         only transfer Book-Entry Certificates or Global Certificates of
         Certificate Owners that it represents or of brokerage firms for which
         it acts as agent in accordance with the Depository's normal procedures.
         The parties hereto are hereby authorized to execute a Letter of
         Representations with the Depository or take such other action as may be
         necessary or desirable to register a Book-Entry Certificate or Global
         Certificate to the Depository. In the event of any conflict between the
         terms of any such Letter of Representation and this Agreement, the
         terms of this Agreement shall control.

                  (c) No Transfer of a Class R, Junior Subordinate, Class
         III-CE, Class III-P or Class III-R Certificate shall be made unless
         such Transfer is made pursuant to an effective registration statement
         under the Securities Act and any applicable state securities laws or
         such Transfer is made pursuant to the requirements of this Section 5.3
         and is exempt from the registration requirements under the Securities
         Act and such state securities laws other than pursuant to the
         requirements of this Section 5.3. In the event of any such transfer



                                     -115-
<PAGE>


         in reliance upon an exemption from the Securities Act and such state
         securities laws, in order to assure compliance with the Securities Act
         and such state securities laws, the Certificateholder desiring to
         effect such Transfer shall certify to the Trustee and the Securities
         Administrator in writing the facts surrounding the Transfer in
         substantially the forms set forth in EXHIBIT D (the "Transferor
         Certificate"). Beneficial interests in any Junior Subordinate
         Certificate may be transferred to a person who takes delivery in the
         form of an interest in (x) in the case of a transfer to a QIB in
         reliance on Rule 144A of the Securities Act, a Definitive Certificate,
         only upon receipt by the Securities Administrator and the Trustee of a
         written certification from the related transferee (substantially in
         the form of Exhibit F hereto) to the effect that, among other things,
         the transfer is being made to a QIB in accordance with Rule 144A
         (except in the case of the initial transfer from the Depositor to an
         Affiliate of the Depositor), (y) in the case of a transfer to an
         Institutional Accredited Investor, a Definitive Certificate, only upon
         receipt by the Securities Administrator and the Trustee of a written
         certification from the related transferee (substantially in the form
         of EXHIBIT E hereto) to the effect that, among other things, the
         transfer is being made to an "Accredited Investor" within the meaning
         of paragraphs (1), (2), (3) or (7) of Rule 501(a) of the Securities
         Act and (z) in the case of a transfer in reliance on Regulation S, a
         Regulation S Permanent Global Certificate (which shall be in the form
         of a Regulation S Temporary Global Certificate on or prior to the
         Release Date), only upon receipt by the Securities Administrator and
         Trustee of a written certification (substantially in the form of
         EXHIBIT H-1 hereto) from the transferee (which in the case of
         Book-Entry Certificates, such transferee shall be deemed to have
         represented the contents of such form of certification) to the effect
         that the transfer is being made to a non-U.S. Person in accordance
         with Regulation S under the Securities Act. Each Holder of a Class R,
         Junior Subordinate, Class III-CE, Class III-P or Class III-R
         Certificate desiring to effect such Transfer shall, and does hereby
         agree to, indemnify the Trustee, the Depositor, the Seller, the
         Securities Administrator and the Master Servicer against any liability
         that may result if the Transfer is not so exempt or is not made in
         accordance with such federal and state laws.

                  (d) A holder of a beneficial interest in a Regulation S
         Temporary Global Certificate must provide Euroclear or Clearstream, as
         the case may be, with a certificate in the form of Annex A to EXHIBIT
         H-2 hereto certifying that the beneficial owner of the interest in such
         Global Certificate is not a U.S. Person (as defined in Regulation S),
         and Euroclear or Clearstream, as the case may be, must provide to the
         Trustee and Securities Administrator a certificate in the form of
         EXHIBIT H-2 hereto prior to (i) the payment of interest or principal
         with respect to such holder's beneficial interest in the Regulation S
         Temporary Global Certificate and (ii) any exchange of such beneficial
         interest for a beneficial interest in a Regulation S Permanent Global
         Certificate.

                  (e) No transfer of a Class R, Class III-CE, Class III-P or
         Class III-R Certificate or any interest therein shall be made to any
         Plan subject to ERISA or Section 4975 of the Code (each, a "Plan"), any
         Person acting, directly or indirectly, on behalf of any such Plan or
         any Person acquiring such Certificates with "Plan Assets" of a Plan
         within the



                                     -116-
<PAGE>


         meaning of the Department of Labor regulation promulgated at 29
         C.F.R.ss. 2510.3-101 ("Plan Assets"), as certified by each such
         Transferee in the form of EXHIBIT G, unless the Securities
         Administrator is provided with an Opinion of Counsel for the benefit
         of the Depositor, the Master Servicer, the Trustee, the Securities
         Administrator and the Master Servicer and on which they may rely which
         establishes to the satisfaction of each of them that the purchase,
         sale and holding of such Certificates is permissible under applicable
         law, will not constitute or result in any prohibited transaction under
         ERISA or Section 4975 of the Code and will not subject the Depositor,
         the Master Servicer, the Trustee, the Securities Administrator or the
         Trust Fund to any obligation or liability (including obligations or
         liabilities under ERISA or Section 4975 of the Code) in addition to
         those undertaken in this Agreement, which Opinion of Counsel shall not
         be an expense of the Depositor, the Master Servicer, the Trustee, the
         Securities Administrator or the Trust Fund. Neither a certification
         nor an Opinion of Counsel will be required in connection with the
         initial transfer of any such Certificate by the Depositor to an
         affiliate of the Depositor (in which case, the Depositor or any
         affiliate thereof shall have deemed to have represented that such
         affiliate is not a Plan or a Person investing Plan Assets) and the
         Trustee and the Securities Administrator shall be entitled to
         conclusively rely upon a representation (which, upon the request of
         the Trustee or the Securities Administrator, shall be a written
         representation) from the Depositor of the status of such transferee as
         an affiliate of the Depositor.

                  Each Transferee of a Class M, Class B-1, Class B-2 or Group
III Mezzanine Certificate will be deemed to have represented by virtue of its
purchase or holding of such Certificate (or interest therein) that either (a)
such Transferee is not a Plan or purchasing such Certificate with Plan Assets,
(b) it has acquired and is holding such Certificate in reliance on Prohibited
Transaction Exemption ("PTE") 94-84 or FAN 97-03, , as amended by PTE 97-34, 62
Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765 (November 13,
2000) and PTE 2002-41 67 Fed. Reg. 54487 (August 22, 2002) (the "Exemption"),
and that it understands that there are certain conditions to the availability of
the Exemption including that such Certificate must be rated, at the time of
purchase, not lower than "BBB-" (or its equivalent) by a Rating Agency or (c)
the following conditions are satisfied: (i) such Transferee is an insurance
company, (ii) the source of funds used to purchase or hold such Certificate (or
interest therein) is an "insurance company general account" (as defined in U.S.
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied.

                  Each Transferee of a Junior Subordinate Certificate will be
required to represent that (i) the Transferee is an insurance company, (ii) the
source of funds used to purchase or hold such Certificate (or interest therein)
is an "insurance company general account" as defined in PTCE 95-60 and (iii) the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.

                  If any Certificate or any interest therein is acquired or held
in violation of the provisions of this Section 5.3(e), the next preceding
permitted beneficial owner will be treated as the beneficial owner of that
Certificate retroactive to the date of transfer to the purported



                                     -117-
<PAGE>


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

                  (f) Each Transferee of a Class R Certificate or a Class III-R
         Certificate shall be deemed by the acceptance or acquisition of the
         related Ownership Interest to have agreed to be bound by the following
         provisions and to have irrevocably appointed the Depositor or its
         designee as its attorney-in-fact to negotiate the terms of any
         mandatory sale under clause (v) below and to execute all instruments of
         transfer and to do all other things necessary in connection with any
         such sale, and the rights of each Transferee of a Class R Certificate
         or a Class III-R Certificate are expressly subject to the following
         provisions:

                  (i) Each such Transferee shall be a Permitted Transferee and
         shall promptly notify the Securities Administrator of any change or
         impending change in its status as a Permitted Transferee.

                  (ii) No Person shall acquire an Ownership Interest in a Class
         R Certificate or a Class III-R Certificate unless such Ownership
         Interest is a PRO RATA undivided interest.

                  (iii) In connection with any proposed transfer of any
         Ownership Interest in a Class R Certificate or Class III-R Certificate,
         the Securities Administrator shall as a condition to registration of
         the transfer, require delivery to it, in form and substance
         satisfactory to it, of each of the following:

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

                  (B) a covenant of the proposed Transferee to the effect that
             the proposed Transferee agrees to be bound by and to abide by the
             transfer restrictions applicable to the Class R Certificates or
             Class III-R Certificates.

                  (iv) Any attempted or purported transfer of any Ownership
         Interest in a Class R Certificate or a Class III-R Certificate in
         violation of the provisions of this Section shall be absolutely null
         and void and shall vest no rights in the purported Transferee. If any
         purported Transferee shall, in violation of the provisions of this
         Section, become a Holder of a Class R Certificate or a Class III-R
         Certificate, then the prior Holder of such Class R Certificate or Class
         III-R Certificate that is a Permitted Transferee shall, upon discovery
         that the registration of transfer of such Class R



                                     -118-
<PAGE>


         Certificate or Class III-R Certificate was not in fact permitted by
         this Section, be restored to all rights as Holder thereof retroactive
         to the date of registration of transfer of such Class R Certificate or
         Class III-R Certificate. The Securities Administrator shall be under
         no liability to any Person for any registration of transfer of a Class
         R Certificate or Class III-R Certificate that is in fact not permitted
         by this Section or for making any distributions due on such Class R
         Certificate or Class III-R Certificate to the Holder thereof or taking
         any other action with respect to such Holder under the provisions of
         this Agreement so long as the Securities Administrator received the
         documents specified in clause (iii). The Securities Administrator
         shall be entitled to recover from any Holder of a Class R Certificate
         or a Class III-R Certificate that was in fact not a Permitted
         Transferee at the time such distributions were made all distributions
         made on such Class R Certificate or Class III-R Certificate. Any such
         distributions so recovered by the Securities Administrator shall be
         distributed and delivered by the Securities Administrator to the prior
         Holder of such Class R Certificate or Class III-R Certificate that is
         a Permitted Transferee.

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

                  (vi) If any Person other than a Permitted Transferee acquires
         any Ownership Interest in a Class R Certificate or a Class III-R
         Certificate in violation of the restrictions in this Section, then the
         Securities Administrator upon receipt of reasonable compensation will
         provide to the Internal Revenue Service, and to the persons specified
         in Sections 860E(e)(3) and (6) of the Code, information needed to
         compute the tax imposed under Section 860E(e)(5) of the Code on
         transfers of such interests to Disqualified Organizations.


                                     -119-
<PAGE>


                  The foregoing provisions of this Section shall cease to apply
to transfers occurring on or after the date on which there shall have been
delivered to the Securities Administrator, in form and substance satisfactory to
the Securities Administrator, (i) written notification from each Rating Agency
that the removal of the restrictions on transfer set forth in this Section will
not cause such Rating Agency to downgrade its rating of the Certificates and
(ii) an Opinion of Counsel to the effect that such removal will not cause any
REMIC created hereunder to fail to qualify as a REMIC. The Holder of the Class R
Certificate or Class III-R Certificate issued hereunder, while not a
Disqualified Organization, is the Tax Matters Person.

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

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

                  Section 5.4 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (i) any mutilated Certificate is surrendered to the Trustee or the Securities
Administrator, or (ii) the Trustee or the Securities Administrator receives
evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and there is delivered to the Trustee and the Securities
Administrator such security or indemnity as may be required by them to save each
of them harmless, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a protected purchaser, the Securities
Administrator shall execute, authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like Percentage Interest. Upon the issuance of any new
Certificate under this Section 5.4, the Trustee or the Securities Administrator
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. Any replacement Certificate issued pursuant to
this Section 5.4 shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the lost or
stolen Certificate shall be found at any time.

                  Section 5.5 PERSONS DEEMED OWNERS. The Depositor, the
Securities Administrator, the Master Servicer, the Trustee, any agent of any of
them may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 4.1 and Section 4.3 and for all other purposes whatsoever, and neither
the Depositor, the Securities Administrator, the Master Servicer, the Trustee,
nor any agent of the Depositor, the Securities Administrator, the Master
Servicer or the Trustee shall be affected by notice to the contrary.



                                     -120-
<PAGE>


                                   ARTICLE VI
                      THE DEPOSITOR AND THE MASTER SERVICER

                  Section 6.1 LIABILITY OF THE DEPOSITOR AND THE MASTER
SERVICER.

                  The Depositor and the Master Servicer each shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement upon them in their respective capacities as Depositor and
Master Servicer and undertaken hereunder by the Depositor and the Master
Servicer herein.

                  Section 6.2 MERGER OR CONSOLIDATION OF THE DEPOSITOR OR THE
MASTER SERVICER.

                  Subject to the following paragraph, the Depositor shall keep
in full effect its existence, rights and franchises as a corporation under the
laws of the jurisdiction of its incorporation. Subject to the following
paragraph, the Master Servicer shall keep in full effect its existence, rights
and franchises as a corporation under the laws of the jurisdiction of its
formation. The Depositor and the Master Servicer each 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, the Certificates or any of the Loans and to
perform its respective duties under this Agreement.

                  The Depositor or the Master Servicer may be merged or
consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, the Rating Agencies' Ratings of the
Certificates in effect immediately prior to such merger or consolidation will
not be qualified, reduced or withdrawn as a result thereof (as evidenced by a
letter to such effect from the Rating Agencies).

                  Section 6.3 LIMITATION ON LIABILITY OF THE DEPOSITOR, THE
MASTER SERVICER, THE SERVICERS, THE SECURITIES ADMINISTRATOR AND OTHERS.

                  None of the Depositor, the Master Servicer, the Securities
Administrator, the Servicers or any of the directors, officers, employees or
agents of the Depositor, the Master Servicer, the Securities Administrator or
the Servicers shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement or the Servicing Agreements, or
for errors in judgment; provided, however, that this provision shall not protect
the Depositor, the Master Servicer, the Securities Administrator, the Servicers
or any such person against any breach of warranties, representations or
covenants made herein or in the Servicing Agreements, or against any specific
liability imposed on the Master Servicer, the Securities Administrator or the
Servicers pursuant



                                     -121-
<PAGE>


hereto or pursuant to the Servicing Agreements, or against any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder or under the Servicing Agreements. The
Depositor, the Master Servicer, the Securities Administrator, the Servicers and
any director, officer, employee or agent of the Depositor, the Master Servicer,
the Securities Administrator or the Servicers may rely in good faith on any
document of any kind which, PRIMA FACIE, is properly executed and submitted by
any Person respecting any matters arising hereunder or under the Servicing
Agreements. The Depositor, the Master Servicer, the Servicers, the Securities
Administrator, the Custodian and any director, officer, employee or agent of the
Depositor, the Master Servicer, the Servicers, the Custodian or the Securities
Administrator shall be indemnified and held harmless by the Trust Fund against
any loss, liability or expense incurred in connection with any legal action
relating to this Agreement, the Certificates, any Servicing Agreement or the Cap
Agreement, or any loss, liability or expense incurred by any of such Persons
other than by reason of such Person's willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder or by reason of reckless
disregard of its obligations and duties hereunder. None of the Depositor, the
Master Servicer, the Securities Administrator, the Custodian or any Servicer
shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement, the
Custodial Agreement, the applicable Servicing Agreement or the Cap Agreement
and, in its opinion, does not involve it in any expense or liability; provided,
however, that each of the Depositor, the Master Servicer, the Custodian and the
Securities Administrator may in its discretion undertake any such action which
it may deem necessary or desirable with respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom (except any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder) shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor, the Master Servicer, the Custodian, the Servicers and the Securities
Administrator shall be entitled to be reimbursed therefor from the related
Distribution Account as and to the extent provided in Article III, any such
right of reimbursement being prior to the rights of the Certificateholders to
receive any amount in the related Distribution Account.

                  Section 6.4 LIMITATION ON RESIGNATION OF THE MASTER SERVICER.

                  The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except upon determination that its duties hereunder
are no longer permissible under applicable law. Any such determination pursuant
to the preceding sentence permitting the resignation of the Master Servicer
shall be evidenced by an Opinion of Counsel to such effect obtained at the
expense of the Master Servicer and delivered to the Trustee and the Rating
Agencies. No resignation of the Master Servicer shall become effective until the
Trustee or a successor Master Servicer shall have assumed the Master Servicer's
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement.



                                     -122-
<PAGE>


                  Section 6.5 ASSIGNMENT OF MASTER SERVICING.

                  The Master Servicer may sell and assign its rights and
delegate its duties and obligations in its entirety as Master Servicer under
this Agreement; provided, however, that: (i) the purchaser or transferee
accepting such assignment and delegation (a) shall be a Person which shall be
qualified to service mortgage loans for Fannie Mae or Freddie Mac; (b) shall
have a net worth of not less than $15,000,000 (unless otherwise approved by each
Rating Agency pursuant to clause (ii) below); (c) shall be reasonably
satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
and (d) shall execute and deliver to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such Person of the due and punctual performance and observance of each
covenant and condition to be performed or observed by it as master servicer
under this Agreement, any custodial agreement from and after the effective date
of such agreement; (ii) each Rating Agency shall be given prior written notice
of the identity of the proposed successor to the Master Servicer and each Rating
Agency's rating of the Certificates in effect immediately prior to such
assignment, sale and delegation will not be downgraded, qualified or withdrawn
as a result of such assignment, sale and delegation, as evidenced by a letter to
such effect delivered to the Master Servicer and the Trustee; and (iii) the
Master Servicer assigning and selling the master servicing shall deliver to the
Trustee an officer's certificate and an Opinion of Independent counsel, each
stating that all conditions precedent to such action under this Agreement have
been completed and such action is permitted by and complies with the terms of
this Agreement. No such assignment or delegation shall affect any liability of
the Master Servicer arising prior to the effective date thereof.

                  Section 6.6 RIGHTS OF THE DEPOSITOR IN RESPECT OF THE MASTER
SERVICER.

                  The Master Servicer shall afford the Depositor and the
Trustee, upon reasonable notice, during normal business hours, access to all
records maintained by the Master Servicer in respect of the Master Servicer's
rights and obligations hereunder and access to officers of the Master Servicer
responsible for such obligations. Upon request, the Master Servicer shall
furnish to the Depositor and the Trustee the most recent financial statements of
its parent and such other information relating to the Master Servicer's capacity
to perform its obligations under this Agreement as it possesses. To the extent
such information is not otherwise available to the public, the Depositor and the
Trustee shall not disseminate any information obtained pursuant to the preceding
two sentences without the Master Servicer's written consent, except as required
pursuant to this Agreement or to the extent that it is appropriate to do so (i)
in working with legal counsel, auditors, taxing authorities or other
governmental agencies or (ii) pursuant to any law, rule, regulation, order,
judgment, writ, injunction or decree of any court or governmental authority
having jurisdiction over the Depositor, the Trustee or the Trust, and in any
case, the Depositor or the Trustee, as the case may be, shall use its best
efforts to assure the confidentiality of any such disseminated non-public
information. The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer under this Agreement and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master
Servicer under this Agreement or exercise the rights of the Master Servicer
under this



                                     -123-
<PAGE>


Agreement; provided that the Master Servicer shall not be relieved of any of its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.

                  Section 6.7 DUTIES OF THE CREDIT RISK MANAGER.

                  For and on behalf of the Depositor, pursuant to the Credit
Risk Management Agreements the Credit Risk Manager will provide reports and
recommendations concerning certain delinquent and defaulted Loans, and as to the
collection of any Prepayment Charges with respect to the Group III Loans. Such
reports and recommendations will be based upon information provided to the
Credit Risk Manager pursuant to the related Credit Risk Management Agreement,
and the Credit Risk Manager shall look solely to the related Servicer for all
information and data (including loss and delinquency information and data)
relating to the servicing of the related Loans. Upon any termination of the
Credit Risk Manager or the appointment of a successor Credit Risk Manager, the
Depositor shall give written notice thereof to the Servicers, the Master
Servicer, the Trustee and each Rating Agency. Notwithstanding the foregoing, the
termination of the Credit Risk Manager pursuant to this Section shall not become
effective until the appointment of a successor Credit Risk Manager.

                  Section 6.8 LIMITATION UPON LIABILITY OF THE CREDIT RISK
MANAGER.

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

                  Section 6.9 REMOVAL OF THE CREDIT RISK MANAGER.

                  The Credit Risk Manager may be removed as Credit Risk Manager
by Certificateholders evidencing, in aggregate, not less than 66 2/3% of the
aggregate Percentage Interests of all Classes of Certificates, in the exercise
of its or their sole discretion. The Certificateholders shall provide written
notice of the Credit Risk Manager's removal to the Trustee. Upon receipt of such
notice, the Trustee shall provide written notice to the Credit Risk



                                     -124-
<PAGE>


Manager of its removal, which shall be effective upon receipt of such notice by
the Credit Risk Manager.







                                     -125-
<PAGE>




                                  ARTICLE VII
                                     DEFAULT

                  Section 7.1 MASTER SERVICER EVENTS OF DEFAULT.

                  (A) "Master Servicer Event of Default," wherever used herein,
means any one of the following events:

                        (i) [Reserved];

                        (ii) any failure on the part of the Master Servicer duly
         to observe or perform in any material respect any other of the
         covenants or agreements on the part of the Master Servicer contained in
         this Agreement with respect to a Loan Group, or the breach by the
         Master Servicer of any representation and warranty contained in Section
         2.5, 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 Master Servicer by the Depositor
         or the Trustee or to the Master Servicer, the Depositor and the Trustee
         by the Holders of the related Certificates evidencing, in aggregate,
         not less than 25% of the Aggregate Certificate Principal Balance of the
         Certificates; or

                        (iii) a decree or order of a court or agency or
         supervisory authority having jurisdiction in the premises in an
         involuntary case under any present or future federal or state
         bankruptcy, insolvency or similar law or the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshalling of assets and liabilities or similar proceeding,
         or for the winding-up or liquidation of its affairs, shall have been
         entered against the Master Servicer and such decree or order shall have
         remained in force undischarged or unstayed for a period of 90 days; or

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

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

                        (vi) any failure of the Master Servicer to make any
         Advance on any Distribution Account Deposit Date with respect to a Loan
         Group required to be made from its own funds pursuant to Section 4.9
         which continues unremedied until 3:00 p.m. New York time on the
         Business Day immediately following the Distribution Account Deposit
         Date.



                                     -126-
<PAGE>


                  If a Master Servicer Event of Default described in clauses
(ii) through (v) of this Section shall occur, then, and in each and every such
case, so long as such Master Servicer Event of Default shall not have been
remedied, the Depositor or the Trustee may, and at the written direction of the
Holders of Certificates evidencing, in aggregate, not less than 51% of the
Aggregate Certificate Principal Balance of the Certificates, the Trustee shall,
by notice in writing to the Master Servicer (and to the Depositor if given by
the Trustee or to the Trustee if given by the Depositor) with a copy to each
Rating Agency, terminate all of the rights and obligations of the Master
Servicer in its capacity as Master Servicer under this Agreement, to the extent
permitted by law, and in and to the Loans and the proceeds thereof. Except as
otherwise provided in Section 7.4, if a Master Servicer Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice in
writing to the Master Servicer and the Depositor, terminate all of the rights
and obligations of the Master Servicer in its capacity as Master Servicer under
this Agreement and in and to the Loans and the proceeds thereof. On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder of any Certificate) or the Loans or
otherwise, shall pass to and be vested in the Trustee pursuant to and under this
Section, and, without limitation, the Trustee is hereby authorized and
empowered, as attorney-in-fact or otherwise, to execute and deliver, on behalf
of and at the expense of the Master Servicer, any and all documents and other
instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Loans and related
documents, or otherwise. The Master Servicer agrees promptly (and in any event
no later than ten Business Days subsequent to such notice) to provide the
Trustee with all documents and records requested by it to enable it to assume
the Master Servicer's functions under this Agreement, and to cooperate with the
Trustee in effecting the termination of the Master Servicer's responsibilities
and rights under this Agreement (provided, however, that the Master Servicer
shall continue to be entitled to receive all amounts accrued or owing to it
under this Agreement on or prior to the date of such termination, whether in
respect of Advances or otherwise, and shall continue to be entitled to the
benefits of Section 6.3, notwithstanding any such termination, with respect to
events occurring prior to such termination). For purposes of this Section 7.1,
the Trustee shall not be deemed to have knowledge of a Master Servicer Event of
Default unless a Responsible Officer of the Trustee assigned to and working in
the Trustee's Corporate Trust Office has actual knowledge thereof or unless
written notice of any event which is in fact such a Master Servicer Event of
Default is received by the Trustee at its Corporate Trust Office and such notice
references the Certificates, the Trust or this Agreement. The Trustee shall
promptly notify the Rating Agencies of the occurrence of a Master Servicer Event
of Default of which it has knowledge as provided above.

                  Section 7.2 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

                  On and after the time the Master Servicer receives a notice of
termination, the Trustee shall be the successor in all respects to the Master
Servicer in its capacity as Master Servicer under this Agreement and the
transactions set forth or provided for herein, and all the



                                     -127-
<PAGE>


responsibilities, duties and liabilities relating thereto and arising thereafter
shall be assumed by the Trustee (except for any representations or warranties of
the Master Servicer under this Agreement, the responsibilities, duties and
liabilities contained in Section 2.3 and the obligation to deposit amounts in
respect of losses pursuant to Section 3.23(c)) by the terms and provisions
hereof including, without limitation, the Master Servicer's obligations to make
Advances no later than each Distribution Date pursuant to Section 4.9; provided,
however, that if the Trustee is prohibited by law or regulation from obligating
itself to make advances regarding delinquent mortgage loans, then the Trustee
shall not be obligated to make Advances pursuant to Section 4.9; and provided
further, that any failure to perform such duties or responsibilities caused by
the Master Servicer's failure to provide information required by Section 7.1
shall not be considered a default by the Trustee as successor to the Master
Servicer hereunder. As compensation therefor, the Trustee shall be entitled to
the Master Servicing Fee and all funds relating to the Loans, investment
earnings on the related Distribution Account and all other remuneration to which
the Master Servicer would have been entitled if it had continued to act
hereunder. Notwithstanding the above and subject to the immediately following
paragraph, the Trustee may, if it shall be unwilling to so act, or shall, if it
is unable to so act or if it is prohibited by law from making advances regarding
delinquent mortgage loans or if the Holders of Certificates evidencing, in
aggregate, not less than 51% of Certificates, so request in writing promptly
appoint or petition a court of competent jurisdiction to appoint, an established
mortgage loan servicing institution acceptable to each Rating Agency and having
a net worth of not less than $15,000,000, as the successor to the Master
Servicer under this Agreement in the assumption of the responsibilities, duties
or liabilities of the Master Servicer under this Agreement.

                  No appointment of a successor to the Master Servicer under
this Agreement shall be effective until the assumption by the successor of all
of the Master Servicer's responsibilities, duties and liabilities hereunder. In
connection with such appointment and assumption described herein, the Trustee
may make such arrangements for the compensation of such successor out of
payments on Loans as it and such successor shall agree; PROVIDED, HOWEVER, that
no such compensation shall be in excess of that permitted the Master Servicer as
such hereunder. The Depositor, the Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Pending appointment of a successor to the Master Servicer under
this Agreement, the Trustee shall act in such capacity as hereinabove provided.
The transition costs and expenses incurred by the Trustee in connection with the
replacement of the Master Servicer shall be reimbursed out of the Trust.

                  Section 7.3 NOTIFICATION TO CERTIFICATEHOLDERS.

                      (a) Upon any termination of the Master Servicer pursuant
         to Section 7.1 or any appointment of a successor to the Master Servicer
         pursuant to Section 7.2, the Trustee shall give prompt written notice
         thereof to the Certificateholders at their respective addresses
         appearing in the Certificate Register.

                      (b) Not later than the later of 60 days after the
         occurrence of any event, which constitutes or which, with notice or
         lapse of time or both, would constitute a


                                     -128-
<PAGE>


         Master Servicer Event of Default or five days after a Responsible
         Officer of the Trustee becomes aware of the occurrence of such an
         event, the Trustee shall transmit by mail to all Holders of
         Certificates notice of each such occurrence, unless such default or
         Master Servicer Event of Default shall have been cured or waived.

                  Section 7.4 WAIVER OF MASTER SERVICER EVENTS OF DEFAULT.

                  The Holders evidencing, in aggregate, not less than 66-2/3% of
the aggregate Percentage Interests of all Certificates affected by any default
or Master Servicer Event of Default hereunder may waive such default or Master
Servicer Event of Default; PROVIDED, HOWEVER, that a default or Master Servicer
Event of Default under clause (vi) of Section 7.1 may be waived only by all of
the Holders of the related Regular Interest Certificates. Upon any such waiver
of a default or Master Servicer Event of Default, such default or Master
Servicer Event of Default shall cease to exist and shall be deemed to have been
remedied for every purpose hereunder. No such waiver shall extend to any
subsequent or other default or Master Servicer Event of Default or impair any
right consequent thereon except to the extent expressly so waived.



                                     -129-
<PAGE>


                                  ARTICLE VIII

             CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

                  Section 8.1 DUTIES OF TRUSTEE AND SECURITIES ADMINISTRATOR.

                  The Trustee, prior to the occurrence of a Master Servicer
Event of Default and after the curing or waiver of all Master Servicer Events of
Default which may have occurred, and the Securities Administrator each undertake
to perform such duties and only such duties as are specifically set forth in
this Agreement as duties of the Trustee and the Securities Administrator,
respectively. During the continuance of a Master Servicer Event of Default, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs. Any permissive right of the Trustee enumerated in
this Agreement shall not be construed as a duty.

                  Each of the Trustee and the Securities Administrator, upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to it, which are specifically
required to be furnished pursuant to any provision of this Agreement, shall
examine them to determine whether they conform on their face to the requirements
of this Agreement. If any such instrument is found not to conform on its face to
the requirements of this Agreement, the Trustee or the Securities Administrator,
as the case may be, shall take such action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to its
satisfaction, the Securities Administrator shall provide notice to the Trustee
thereof and the Trustee shall provide notice to the Certificateholders.

                  No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own misconduct; PROVIDED, HOWEVER, that:

                        (i) Prior to the occurrence of a Master Servicer Event
         of Default, and after the curing or waiver of all such Master Servicer
         Events of Default which may have occurred with respect to the Trustee
         and at all times with respect to the Securities Administrator, the
         duties and obligations of the Trustee shall be determined solely by the
         express provisions of this Agreement, neither the Trustee nor the
         Securities Administrator shall be liable except for the performance of
         such duties and obligations as are specifically set forth in this
         Agreement, no implied covenants or obligations shall be read into this
         Agreement against the Trustee or the Securities Administrator and, in
         the absence of bad faith on the part of the Trustee or the Securities
         Administrator, respectively, the Trustee or the Securities
         Administrator, respectively, may conclusively rely, as to the truth of
         the statements and the correctness of the opinions expressed therein,
         upon any certificates or opinions furnished to the Trustee or the
         Securities Administrator, respectively, that conform to the
         requirements of this Agreement;



                                     -130-
<PAGE>


                        (ii) Neither the Trustee nor the Securities
         Administrator shall be liable for an error of judgment made in good
         faith by a Responsible Officer or Responsible Officers of the Trustee
         or an officer or officers of the Securities Administrator,
         respectively, unless it shall be proved that the Trustee or the
         Securities Administrator, respectively, was negligent in ascertaining
         the pertinent facts; and

                        (iii) Neither the Trustee nor the Securities
         Administrator shall be liable with respect to any action taken,
         suffered or omitted to be taken by it in good faith in accordance with
         the direction of the Holders of Certificates evidencing, in aggregate,
         not less than 25% (or other percentage specified in this Agreement) of
         the Certificates, relating to the time, method and place of conducting
         any proceeding for any remedy available to the Trustee or the
         Securities Administrator or exercising any trust or power conferred
         upon the Trustee or the Securities Administrator under this Agreement.

                        Section 8.2 CERTAIN MATTERS AFFECTING TRUSTEE AND
SECURITIES ADMINISTRATOR.

                  (a)  Except as otherwise provided in Section 8.1:

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

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

                        (iii) Neither the Trustee nor the Securities
         Administrator shall be under any obligation to exercise any of the
         trusts or powers vested in it by this Agreement or to institute,
         conduct or defend any litigation hereunder or in relation hereto at the
         request, order or direction of any of the Certificateholders, pursuant
         to the provisions of this Agreement, unless such Certificateholders
         shall have offered to the Trustee or the Securities Administrator, as
         the case may be, reasonable security or indemnity satisfactory to it
         against the costs, expenses and liabilities which may be incurred
         therein or thereby; nothing contained herein shall, however, relieve
         the Trustee of the obligation, upon the occurrence of a Master Servicer
         Event of Default (which has not been cured or waived), to exercise such
         of the rights and powers vested in it by this Agreement, and to use the
         same degree of care and skill in their exercise as a prudent person
         would exercise or use under the circumstances in the conduct of such
         person's own affairs;



                                     -131-
<PAGE>


                        (iv) Neither the Trustee nor the Securities
         Administrator shall be liable for any action taken, suffered or omitted
         by it in good faith and believed by it to be authorized or within the
         discretion or rights or powers conferred upon it by this Agreement;

                        (v) Prior to the occurrence of a Master Servicer Event
         of Default hereunder and after the curing or waiver of all Master
         Servicer Events of Default which may have occurred with respect to the
         Trustee and at all times with respect to the Securities Administrator,
         neither the Trustee nor the Securities Administrator shall be bound to
         make any investigation into the facts or matters stated in any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, consent, order, approval, bond or other paper or
         document, unless requested in writing to do so by the Holders of
         Certificates evidencing, in aggregate, not less than 25% of the
         aggregate Certificate Prinicpal Balance of the Certificates; PROVIDED,
         HOWEVER, that if the payment within a reasonable time to the Trustee or
         the Securities Administrator of the costs, expenses or liabilities
         likely to be incurred by it in the making of such investigation is, in
         the opinion of the Trustee or the Securities Administrator, as
         applicable, not reasonably assured to the Trustee or the Securities
         Administrator by such Certificateholders, the Trustee or the Securities
         Administrator, as applicable, may require reasonable indemnity
         satisfactory to it against such expense, or liability from such
         Certificateholders as a condition to taking any such action;

                        (vi) The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder;

                        (vii) The Securities Administrator shall not be liable
         for any loss resulting from the investment of funds held in a
         Distribution Account at the direction of the Master Servicer pursuant
         to Section 3.23(c);

                        (viii)Neither the Trustee nor the Securities
         Administrator shall be liable for any action taken, suffered, or
         omitted to be taken by it in good faith and reasonably believed by it
         to be authorized or within the discretion or rights or powers conferred
         upon it by this Agreement;

                        (ix) The Trustee shall not be deemed to have notice of
         any default or Master Servicer Event of Default unless a Responsible
         Officer of the Trustee has actual knowledge thereof or unless written
         notice of any event which is in fact such a default is received by the
         Trustee at the Corporate Trust Office of the Trustee, and such notice
         references the Certificates and this Agreement; and

                        (x) The rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to,



                                     -132-
<PAGE>


         and shall be enforceable by, each agent, custodian and other Person
         employed to act hereunder.

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

                  Section 8.3 TRUSTEE AND SECURITIES ADMINISTRATOR NOT LIABLE
FOR CERTIFICATES OR LOANS.

                  The recitals contained herein and in the Certificates (other
than the signature of the Securities Administrator, the authentication of the
Securities Administrator on the Certificates, the acknowledgments of the Trustee
contained in Article II and the representations and warranties of the Trustee in
Section 8.12) shall be taken as the statements of the Depositor and neither the
Trustee nor the Securities Administrator assumes any responsibility for their
correctness. Neither the Trustee nor the Securities Administrator makes any
representations or warranties as to the validity or sufficiency of this
Agreement (other than as specifically set forth in Section 8.12), the Cap
Agreement or of the Certificates (other than the signature of the Securities
Administrator and authentication of the Securities Administrator on the
Certificates) or of any Loan or related document. The Trustee shall not be
accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor or the Master Servicer in respect
of the Loans or deposited in or withdrawn from the related Distribution Account.

                  Section 8.4 TRUSTEE AND SECURITIES ADMINISTRATOR MAY OWN
CERTIFICATES.

                  Each of the Trustee and the Securities Administrator in its
individual capacity or any other capacity may become the owner or pledgee of
Certificates and may transact business with other interested parties and their
Affiliates with the same rights it would have if it were not Trustee or the
Securities Administrator.

                  Section 8.5 FEES AND EXPENSES OF TRUSTEE AND SECURITIES
ADMINISTRATOR.

                  The fees of the Trustee and the Securities Administrator
hereunder and of Wells Fargo under the Custodial Agreement shall be paid in
accordance with a side letter agreement with the Master Servicer and at the sole
expense of the Master Servicer. In addition, the Trustee, the Securities
Administrator, the Custodian and any director, officer, employee or agent of the
Trustee, the Securities Administrator and the Custodian shall be indemnified by
the Trust and held harmless against any loss, liability or expense (including
reasonable attorney's fees and expenses) incurred by the Trustee or the
Securities Administrator in connection with any default administration to be
performed by the Trustee or the Securities Administrator pursuant to this


                                     -133-
<PAGE>


Agreement or other agreements related hereto (including the Cap Agreement) and
any claim or legal action or any pending or threatened claim or legal action
arising out of or in connection with the acceptance or administration of its
respective obligations and duties under this Agreement, including other
agreements related hereto, other than any loss, liability or expense (i) for
which the Trustee is indemnified by the Master Servicer, (ii) that constitutes a
specific liability of the Trustee or the Securities Administrator, respectively,
pursuant to Section 10.1(g) or (iii) any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder by reason of reckless disregard of obligations and duties
hereunder. The Master Servicer agrees to indemnify the Trustee, from, and hold
the Trustee harmless against, any loss, liability or expense (including
reasonable attorney's fees and expenses) incurred by the Trustee by reason of
the Master Servicer's willful misfeasance, bad faith or gross negligence in the
performance of its duties under this Agreement or by reason of the Master
Servicer's reckless disregard of its obligations and duties under this
Agreement. Such indemnity shall survive the termination or discharge of this
Agreement and the resignation or removal of the Master Servicer or the Trustee.
Any payment hereunder made by the Master Servicer to the Trustee shall be from
the Master Servicer's own funds, without reimbursement from REMIC I or REMIC III
therefor.

                  Section 8.6 ELIGIBILITY REQUIREMENTS FOR TRUSTEE AND
SECURITIES ADMINISTRATOR.

                  The Trustee and the Securities Administrator shall at all
times be a corporation or an association (other than the Depositor, the Seller,
the Master Servicer or any Affiliate of the foregoing) organized and doing
business under the laws of any state or the United States of America, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 (or a member of a bank holding company whose
capital and surplus is at least $50,000,000) and subject to supervision or
examination by federal or state authority. If such corporation or association
publishes reports of conditions at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation or
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of conditions so published. In case at any time the
Trustee or the Securities Administrator, as applicable, shall cease to be
eligible in accordance with the provisions of this Section, the Trustee or the
Securities Administrator, as applicable, shall resign immediately in the manner
and with the effect specified in Section 8.7.

                  Section 8.7 RESIGNATION AND REMOVAL OF TRUSTEE AND SECURITIES
ADMINISTRATOR.

                  The Trustee and the Securities Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
thereof to the Depositor, to the Master Servicer, to the Securities
Administrator (or the Trustee, if the Securities Administrator resigns) and to
the Certificateholders. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor trustee or successor securities administrator
by written instrument, in duplicate, which instrument shall be delivered to the
resigning Trustee or Securities Administrator, as applicable, and to the
successor trustee or successor securities



                                     -134-
<PAGE>


administrator, as applicable. A copy of such instrument shall be delivered to
the Certificateholders, the Trustee, the Securities Administrator and the Master
Servicer by the Depositor. If no successor trustee or successor securities
administrator shall have been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation, the resigning Trustee or
Securities Administrator, as the case may be, may, at the expense of the Trust
Fund, petition any court of competent jurisdiction for the appointment of a
successor trustee, successor securities administrator, Trustee or Securities
Administrator, as applicable.

                  If at any time the Trustee or the Securities Administrator
shall cease to be eligible in accordance with the provisions of Section 8.6 and
shall fail to resign after written request therefor by the Depositor, or if at
any time the Trustee or the Securities Administrator shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
or the Securities Administrator or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or the Securities
Administrator or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor may remove the Trustee or the
Securities Administrator, as applicable and appoint a successor trustee or
successor securities administrator, as applicable, by written instrument, in
duplicate, which instrument shall be delivered to the Trustee or the Securities
Administrator so removed and to the successor trustee or successor securities
administrator. A copy of such instrument shall be delivered to the
Certificateholders, the Trustee, the Securities Administrator and the Master
Servicer by the Depositor.

                  The Holders of Certificates evidencing, in aggregate, not less
than 51% of the Certificates, may at any time remove the Trustee or the
Securities Administrator and appoint a successor trustee or successor securities
administrator by written instrument or instruments, in triplicate, signed by
such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Depositor, one complete set to the
Trustee or the Securities Administrator so removed and one complete set to the
successor so appointed. A copy of such instrument shall be delivered to the
Certificateholders, the Trustee (in the case of the removal of the Securities
Administrator), the Securities Administrator (in the case of the removal of the
Trustee) and the Master Servicer by the Depositor. All costs and expenses
incurred by the Trustee in connection with its removal without cause hereunder
shall be reimbursed to it by the Trust Fund.

                  Any resignation or removal of the Trustee or the Securities
Administrator and appointment of a successor trustee or successor securities
administrator pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor trustee or successor
securities administrator, as applicable, as provided in Section 8.8.

                  Notwithstanding anything to the contrary contained herein, the
Master Servicer and the Securities Administrator shall at all times be the same
Person.



                                     -135-
<PAGE>


                  Section 8.8 SUCCESSOR TRUSTEE OR SECURITIES ADMINISTRATOR.

                  Any successor trustee or successor securities administrator
appointed as provided in Section 8.7 shall execute, acknowledge and deliver to
the Depositor and its predecessor trustee or predecessor securities
administrator an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee or predecessor securities
administrator shall become effective and such successor trustee or successor
securities administrator without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee or
securities administrator herein. The predecessor trustee or predecessor
securities administrator shall deliver to the successor trustee or successor
securities administrator all Loan Documents and related documents and statements
to the extent held by it hereunder, as well as all moneys, held by it hereunder,
and the Depositor and the predecessor trustee or predecessor securities
administrator shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee or successor securities administrator all
such rights, powers, duties and obligations.

                  No successor trustee or successor securities administrator
shall accept appointment as provided in this Section unless at the time of such
acceptance such successor trustee or successor securities administrator shall be
eligible under the provisions of Section 8.6 and the appointment of such
successor trustee or successor securities administrator shall not result in a
downgrading of any Class of Certificates by any Rating Agency, as evidenced by a
letter from each Rating Agency.

                  Upon acceptance of appointment by a successor trustee or
successor securities administrator as provided in this Section, the Depositor
shall mail notice of the succession of such trustee hereunder to all Holders of
the related Certificates at their addresses as shown in the Certificate
Register. If the Depositor fails to mail such notice within 10 days after
acceptance of appointment by the successor trustee or successor securities
administrator, the successor trustee or successor securities administrator shall
cause such notice to be mailed at the expense of the Depositor.

                  Section 8.9 MERGER OR CONSOLIDATION OF TRUSTEE OR SECURITIES
ADMINISTRATOR.

                  Any corporation or association into which the Trustee or the
Securities Administrator may be merged or converted or with which it may be
consolidated or any corporation or association resulting from any merger,
conversion or consolidation to which the Trustee or the Securities Administrator
shall be a party, or any corporation or association succeeding to the business
of the Trustee or the Securities Administrator shall be the successor of the
Trustee or the Securities Administrator hereunder, provided such corporation or
association shall be eligible under the provisions of Section 8.6, 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.



                                     -136-
<PAGE>


                  Section 8.10 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

                  Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of REMIC I or REMIC III or property securing the same may at the time be
located, the Trustee shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of REMIC I, and to vest in such Person or
Persons, in such capacity, and for the benefit of the Holders of the
Certificates, such title to REMIC I or REMIC III, or any part thereof, and,
subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Trustee may consider necessary or
desirable. No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 8.6 hereunder and
no notice to Holders of Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 8.8 hereof.

                  In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to a defaulting Master Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to REMIC I or REMIC III or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

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

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



                                     -137-
<PAGE>


                  Section 8.11 APPOINTMENT OF OFFICE OR AGENCY.

                  The Securities Administrator shall appoint an office or agency
in the City of Minneapolis located at Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, where the Certificates may be surrendered for
registration of transfer or exchange, and presented for final distribution and
where notices and demands to or upon the Securities Administrator in respect of
the Certificates and this Agreement may be served.

                  Section 8.12 REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE.

                  The Trustee hereby represents and warrants to the Master
Servicer, the Securities Administrator and the Depositor as applicable, as of
the Closing Date, that:

                        (i) It is a New York banking corporation duly organized,
         validly existing and in good standing under the laws of the United
         States of America.

                        (ii) The execution and delivery of this Agreement by it,
         and the performance and compliance with the terms of this Agreement by
         it, will not violate its articles of incorporation or bylaws or
         constitute a default (or an event which, with notice or lapse of time,
         or both, would constitute a default) under, or result in the breach of,
         any material agreement or other instrument to which it is a party or
         which is applicable to it or any of its assets.

                        (iii) It has the full power and authority to enter into
         and consummate all transactions contemplated by this Agreement, has
         duly authorized the execution, delivery and performance of this
         Agreement, and has duly executed and delivered this Agreement.

                        (iv) This Agreement, assuming due authorization,
         execution and delivery by the other parties hereto, constitutes a
         valid, legal and binding obligation of it, enforceable against it in
         accordance with the terms hereof, subject to (A) applicable bankruptcy,
         insolvency, receivership, reorganization, moratorium and other laws
         affecting the enforcement of creditors' rights generally, and (B)
         general principles of equity, regardless of whether such enforcement is
         considered in a proceeding in equity or at law.

                        (v) It is not in violation of, and its execution and
         delivery of this Agreement and its performance and compliance with the
         terms of this Agreement will not constitute a violation of, any law,
         any order or decree of any court or arbiter, or any order, regulation
         or demand of any federal, state or local governmental or regulatory
         authority, which violation, in its good faith and reasonable judgment,
         is likely to affect materially and adversely either the ability of it
         to perform its obligations under this Agreement or its financial
         condition.



                                     -138-
<PAGE>

                        (vi) No litigation is pending or, to the best of its
         knowledge, threatened against it, which would prohibit it from entering
         into this Agreement or, in its good faith reasonable judgment, is
         likely to materially and adversely affect either the ability of it to
         perform its obligations under this Agreement or its financial
         condition.




                                     -139-
<PAGE>


                                   ARTICLE IX
                                   TERMINATION

                  Section 9.1 TERMINATION UPON PURCHASE OR LIQUIDATION OF THE
GROUP I AND GROUP II LOANS.

                        (a) Subject to Section 9.2, the respective obligations
         and responsibilities under this Agreement of the Depositor, the Master
         Servicer, the Securities Administrator and the Trustee (other than the
         obligations of the Master Servicer to the Securities Administrator and
         the Trustee pursuant to Section 8.5 and of the Master Servicer to pay
         Compensating Interest and the obligation of the Securities
         Administrator to make payments in respect of REMIC I Regular Interests
         or the Classes of Certificates relating to the Group I Loans and Group
         II Loans as hereinafter set forth) shall terminate upon payment to the
         Certificateholders and the deposit of all amounts held by or on behalf
         of the Trustee and required hereunder to be so paid or deposited on the
         Distribution Date coinciding with or following the earlier to occur of
         (i) the purchase by the Group I/II Terminator (as defined below) of all
         Group I Loans and Group II Loans and each REO Property remaining in
         REMIC I and (ii) the final payment or other liquidation (or any advance
         with respect thereto) of the last Loan or REO Property remaining in
         REMIC I; provided, however, that in no event shall the trust created
         hereby continue beyond the expiration of 21 years from the death of the
         last survivor of the descendants of Joseph P. Kennedy, the late
         ambassador of the United States to the Court of St. James, living on
         the date hereof. The purchase by the Group I/II Terminator of all Loans
         and each REO Property remaining in REMIC I shall be at a price (the
         "Group I/II Termination Price") equal to the sum of (i) the aggregate
         Purchase Price of all the Loans included in REMIC I, plus the fair
         market value of each REO Property, if any, included in REMIC I, such
         valuation to be conducted by an appraiser mutually agreed upon by the
         Group I/II Terminator and the Securities Administrator in their
         reasonable discretion plus (ii) any amounts due the Servicers and the
         Master Servicer in respect of unpaid Servicing Fees, Master Servicing
         Fees and outstanding Advances and Servicing Advances.

                        (b) The Master Servicer shall have the right (the party
         exercising such right, the "Group I/II Terminator"), to purchase all of
         the Group I Loans and Group II Loans and each REO Property remaining in
         REMIC I pursuant to clause (i) of the preceding paragraph no later than
         the Determination Date in the month immediately preceding the
         Distribution Date on which the Group I Senior, Group II Senior and
         Group I/II Subordinate Certificates will be retired; provided, however,
         that the Group I/II Terminator may elect to purchase all of the Loans
         and each REO Property remaining in REMIC I pursuant to clause (i) above
         only if the aggregate Scheduled Principal Balance of the Group I Loans,
         Group II Loans and each REO Property related to the Group I Loans and
         Group II Loans remaining in REMIC I at the time of such election is
         reduced to less than 10% of the aggregate Scheduled Principal Balance
         of the Group I Loans and Group II Loans as of the Cut-Off Date.



                                     -140-
<PAGE>


                        (c) Notice of the liquidation of the Group I Senior,
         Group II Senior and Group I/II Subordinate Certificates shall be given
         promptly by the Securities Administrator by letter to the related
         Certificateholders mailed (a) in the event such notice is given in
         connection with the purchase of the Group I Loans and Group II Loans
         and each REO Property related to the Group I Loans and II Loans by the
         Group I/II Terminator, not earlier than the 15th day and not later than
         the 25th day of the month next preceding the month of the final
         distribution on the Group I Senior, Group II Senior and Group I/II
         Subordinate Certificates or (b) otherwise during the month of such
         final distribution on or before the Determination Date in such month,
         in each case specifying (i) the Distribution Date upon which REMIC I
         and REMIC II will terminate and the final payment in respect of REMIC I
         Regular Interests or the Group I Senior, Group II Senior or Group I/II
         Subordinate Certificates will be made upon presentation and surrender
         of the related Certificates at the office of the Securities
         Administrator therein designated, (ii) the amount of any such final
         payment, (iii) that no interest shall accrue in respect of REMIC I
         Regular Interests or Group I Senior, Group II Senior or Group I/II
         Subordinate Certificates from and after the Interest Accrual Period
         relating to the final Distribution Date therefor and (iv) that the
         Record Date otherwise applicable to such Distribution Date is not
         applicable, payments being made only upon presentation and surrender of
         the Certificates at the office of the Securities Administrator. In the
         event such notice is given in connection with the purchase of all of
         the Loans and each REO Property remaining in REMIC I by the Group I/II
         Terminator, the Group I/II Terminator shall deliver to the Securities
         Administrator for deposit in the related Distribution Account not later
         than the last Business Day of the month next preceding the month of the
         final distribution on the Group I Senior, Group II Senior or Group I/II
         Subordinate Certificates an amount in immediately available funds equal
         to the above-described Group I/II Termination Price. The Securities
         Administrator shall remit (a) to the Master Servicer from such funds
         deposited in the related Distribution Account (i) any amounts which the
         Master Servicer notifies it in writing that the Master Servicer would
         be permitted to withdraw and retain from the related Distribution
         Account pursuant to Section 3.24 and (ii) any other amounts otherwise
         payable by the Securities Administrator to the Master Servicer from
         amounts on deposit in the related Distribution Account pursuant to the
         terms of this Agreement and notified by the Master Servicer in writing
         and (b) to the Servicers, any amounts reimbursable to the Servicers
         pursuant to the Servicing Agreements, in each case prior to making any
         final distributions pursuant to Section 9.1(d) below. Upon
         certification to the Trustee and the Securities Administrator by a
         Servicing Officer of the making of such final deposit, the Trustee
         shall promptly release to the Group I/II Terminator the Mortgage Files
         for the remaining Group I Loans and Group II Loans, and the Trustee
         shall execute all assignments, endorsements and other instruments
         provided to it and reasonably necessary to effectuate such transfer in
         each case without recourse, representation or warranty.

                        (d) Upon presentation of the Group I Senior, Group II
         Senior and Group I/II Subordinate Certificates by the related
         Certificateholders on the final Distribution Date, the Securities
         Administrator shall distribute to each Group I Senior,



                                     -141-
<PAGE>


         Group II Senior and Group I/II Subordinate Certificateholder so
         presenting and surrendering its Certificates the amount otherwise
         distributable on such Distribution Date in accordance with Section 4.1
         in respect of the Group I Senior, Group II Senior and Group I/II
         Subordinate Certificates so presented and surrendered. Any funds not
         distributed to any Holder or Holders of the Group I Senior, Group II
         Senior and Group I/II Subordinate Certificates being retired on such
         Distribution Date because of the failure of such Holder or Holders to
         tender their Certificates shall, on such date, be set aside and held
         in trust and credited to the account of the appropriate non-tendering
         Holder or Holders. If any Group I Senior, Group II Senior or Group
         I/II Subordinate Certificates as to which notice has been given
         pursuant to this Section 9.1 shall not have been surrendered for
         cancellation within six months after the time specified in such
         notice, the Securities Administrator shall mail a second notice to the
         remaining non-tendering Certificateholders to surrender their
         Certificates for cancellation in order to receive the final
         distribution with respect thereto. If within one year after the second
         notice all such Certificates shall not have been surrendered for
         cancellation, the Securities Administrator shall, directly or through
         an agent, mail a final notice to the remaining non-tendering
         Certificateholders concerning surrender of their Certificates. The
         costs and expenses of maintaining the funds in trust and of contacting
         such Certificateholders shall be paid out of the assets remaining in
         the trust funds. If within one year after the final notice any such
         Certificates shall not have been surrendered for cancellation, the
         Securities Administrator shall pay to the Depositor all such amounts,
         and all rights of non-tendering Certificateholders in or to such
         amounts shall thereupon cease. No interest shall accrue or be payable
         to any Certificateholder on any amount held in trust by the Securities
         Administrator as a result of such Certificateholder's failure to
         surrender its Certificate(s) for final payment thereof in accordance
         with this Section 9.1. Any such amounts held in trust by the
         Securities Administrator shall be held in an Eligible Account and the
         Securities Administrator may direct any depository institution
         maintaining such account to invest the funds in one or more Eligible
         Investments. All income and gain realized from the investment of funds
         deposited in such accounts held in trust by the Securities
         Administrator shall be for the benefit of the Securities
         Administrator; provided, however, that the Securities Administrator
         shall deposit in such account the amount of any loss of principal
         incurred in respect of any such Eligible Investment made with funds in
         such accounts immediately upon the realization of such loss.

                  Immediately following the deposit of funds in trust hereunder
in respect of the Group I Senior, Group II Senior and Group I/II Subordinate
Certificates, REMIC I and REMIC II shall terminate.

                  Section 9.2 ADDITIONAL TERMINATION REQUIREMENTS WITH RESPECT
TO THE GROUP I LOANS AND GROUP II LOANS:

                        (a) In the event that the Group I/II Terminator
         purchases all the Group I Loans and Group II Loans and each related REO
         Property or the final payment on or other liquidation of the last Loan
         or REO Property remaining in REMIC I pursuant to Section 9.1,



                                     -142-
<PAGE>


         REMIC I and REMIC II shall be terminated in accordance with the
         following additional requirements:

                           (i) The Securities Administrator shall specify the
            first day in the 90-day liquidation period in a statement attached
            to each of REMIC I and REMIC II's final tax returns pursuant to
            Treasury regulation Section 1.860F-1 and shall satisfy all
            requirements of a qualified liquidation under Section 860F of the
            Code and any regulations thereunder, as evidenced by an Opinion of
            Counsel obtained by and at the expense of the Terminator;

                           (ii) During such 90-day liquidation period and, at or
            prior to the time of making of the final payment on the
            Certificates, the Securities Administrator shall sell all of the
            assets of REMIC I to the Group I/II Terminator for cash; and

                           (iii) At the time of the making of the final payment
            on the Group I Senior, Group II Senior and Group I/II Subordinate
            Certificates, the Securities Administrator shall distribute or
            credit, or cause to be distributed or credited, to the Holders of
            the Class R Certificates all cash on hand in the Trust Fund relating
            to the Group I Loans and the Group II Loans (other than cash
            retained to meet claims), and REMIC I and REMIC II shall terminate
            at that time.

                        (b) At the expense of the requesting Group I/II
         Terminator (or, if REMIC I and REMIC II are being terminated as a
         result of the occurrence of the event described in the first clause
         (ii) of the first paragraph of Section 9.1, at the expense of the Trust
         Fund), the Group I/II Terminator shall prepare or cause to be prepared
         the documentation required in connection with the adoption of a plan of
         liquidation of REMIC I and REMIC II pursuant to this Section 9.2.

                        (c) By their acceptance of the Group I Senior, Group II
         Senior and Group I/II Subordinate Certificates, the Holders thereof
         hereby agree to authorize the Securities Administrator to specify the
         90-day liquidation period for each of REMIC I and REMIC II, which
         authorization shall be binding upon all successor Certificateholders.

                        Section 9.3 TERMINATION UPON PURCHASE OR LIQUIDATION OF
THE GROUP III LOANS.

                        (a) Subject to Section 9.4, the respective obligations
         and responsibilities under this Agreement of the Depositor, the Master
         Servicer, the Securities Administrator and the Trustee (other than the
         obligations of the Master Servicer to the Securities Administrator and
         the Trustee pursuant to Section 8.5 and of the Master Servicer to pay
         Compensating Interest and the obligation of the Securities
         Administrator to make payments in respect of REMIC III Regular
         Interests or the Classes of Certificates relating to the Group III
         Loans as hereinafter set forth) shall terminate upon payment to the
         Certificateholders and the deposit of all amounts held by or on behalf
         of the Trustee and



                                     -143-
<PAGE>


         required hereunder to be so paid or deposited on the Distribution Date
         coinciding with or following the earlier to occur of (i) the purchase
         by the Group III Terminator (as defined below) of all Group III Loans
         and each REO Property remaining in REMIC III and (ii) the final
         payment or other liquidation (or any advance with respect thereto) of
         the last Loan or REO Property remaining in REMIC III; provided,
         however, that in no event shall the trust created hereby continue
         beyond the expiration of 21 years from the death of the last survivor
         of the descendants of Joseph P. Kennedy, the late ambassador of the
         United States to the Court of St. James, living on the date hereof.
         The purchase by the Group III Terminator of all Loans and each REO
         Property remaining in REMIC III shall be at a price (the "Group III
         Termination Price") equal to the sum of (i) the aggregate Purchase
         Price of all the Loans included in REMIC III, plus the fair market
         value of each REO Property, if any, included in REMIC III, such
         valuation to be conducted by an appraiser mutually agreed upon by the
         Group III Terminator and the Securities Administrator in their
         reasonable discretion plus (ii) any amounts due the Servicers and the
         Master Servicer in respect of unpaid Servicing Fees, Master Servicing
         Fees and outstanding Advances and Servicing Advances.

                        (b) The Master Servicer shall have the right (the party
         exercising such right, the "Group III Terminator"), to purchase all of
         the Group III Loans and each related REO Property remaining in REMIC
         III pursuant to clause (i) of the preceding paragraph no later than the
         Determination Date in the month immediately preceding the Distribution
         Date on which the Group III Certificates will be retired; provided,
         however, that the Group III Terminator may elect to purchase all of the
         Loans and each REO Property remaining in REMIC III pursuant to clause
         (i) above only if the aggregate Scheduled Principal Balance of the
         Group III Loans and each related REO Property remaining in REMIC III at
         the time of such election is reduced to less than 10% of the aggregate
         Scheduled Principal Balance of the Group III Loans as of the Cut-Off
         Date.

                        (c) Notice of the liquidation of the Group III
         Certificates shall be given promptly by the Securities Administrator by
         letter to the related Certificateholders mailed (a) in the event such
         notice is given in connection with the purchase of the Group III Loans
         and each related REO Property by the Group III Terminator, not earlier
         than the 15th day and not later than the 25th day of the month next
         preceding the month of the final distribution on the Group III
         Certificates or (b) otherwise during the month of such final
         distribution on or before the Determination Date in such month, in each
         case specifying (i) the Distribution Date upon which REMIC III, REMIC
         IV and REMIC V will terminate and the final payment in respect of REMIC
         III Regular Interests or the Group III Certificates will be made upon
         presentation and surrender of the related Certificates at the office of
         the Securities Administrator therein designated, (ii) the amount of any
         such final payment, (iii) that no interest shall accrue in respect of
         REMIC III Regular Interests or Group III Certificates from and after
         the Interest Accrual Period relating to the final Distribution Date
         therefor and (iv) that the Record Date otherwise applicable to such
         Distribution Date is not applicable, payments being made only upon
         presentation and surrender of the Group III



                                     -144-
<PAGE>


         Certificates at the office of the Securities Administrator. In the
         event such notice is given in connection with the purchase of all of
         the Loans and each REO Property remaining in REMIC III by the Group
         III Terminator, the Group III Terminator shall deliver to the
         Securities Administrator for deposit in the related Distribution
         Account not later than the last Business Day of the month next
         preceding the month of the final distribution on the Group III
         Certificates an amount in immediately available funds equal to the
         above-described Group III Termination Price. The Securities
         Administrator shall remit (a) to the Master Servicer from such funds
         deposited in the related Distribution Account (i) any amounts which
         the Master Servicer notifies it in writing that the Master Servicer
         would be permitted to withdraw and retain from the related
         Distribution Account pursuant to Section 3.24 and (ii) any other
         amounts otherwise payable by the Securities Administrator to the
         Master Servicer from amounts on deposit in the related Distribution
         Account pursuant to the terms of this Agreement and notified by the
         Master Servicer in writing and (b) to the Servicers, any amounts
         reimbursable to the Servicers pursuant to the Servicing Agreements, in
         each case prior to making any final distributions pursuant to Section
         9.3(d) below. Upon certification to the Trustee and the Securities
         Administrator by a Servicing Officer of the making of such final
         deposit, the Trustee shall promptly release to the Group III
         Terminator the Mortgage Files for the remaining Group III Loans, and
         the Trustee shall execute all assignments, endorsements and other
         instruments provided to it and reasonably necessary to effectuate such
         transfer in each case without recourse, representation or warranty.

                        (d) Upon presentation of the Group III Certificates by
         the related Certificateholders on the final Distribution Date, the
         Securities Administrator shall distribute to each such
         Certificateholder so presenting and surrendering its Certificates the
         amount otherwise distributable on such Distribution Date in accordance
         with Section 4.3 in respect of the Group III Certificates so presented
         and surrendered. Any funds not distributed to any Holder or Holders of
         the Group III Certificates being retired on such Distribution Date
         because of the failure of such Holder or Holders to tender their
         Certificates shall, on such date, be set aside and held in trust and
         credited to the account of the appropriate non-tendering Holder or
         Holders. If any Group III Certificates as to which notice has been
         given pursuant to this Section 9.3 shall not have been surrendered for
         cancellation within six months after the time specified in such notice,
         the Securities Administrator shall mail a second notice to the
         remaining non-tendering Certificateholders to surrender their
         Certificates for cancellation in order to receive the final
         distribution with respect thereto. If within one year after the second
         notice all such Certificates shall not have been surrendered for
         cancellation, the Securities Administrator shall, directly or through
         an agent, mail a final notice to the remaining non-tendering
         Certificateholders concerning surrender of their Certificates. The
         costs and expenses of maintaining the funds in trust and of contacting
         such Certificateholders shall be paid out of the assets remaining in
         the trust funds. If within one year after the final notice any such
         Certificates shall not have been surrendered for cancellation, the
         Securities Administrator shall pay to the Depositor all such amounts,
         and all rights of non-tendering Certificateholders in or to such
         amounts shall thereupon cease. No interest shall accrue or be payable
         to any Certificateholder on any



                                     -145-
<PAGE>


         amount held in trust by the Securities Administrator as a result of
         such Certificateholder's failure to surrender its Certificate(s) for
         final payment thereof in accordance with this Section 9.3. Any such
         amounts held in trust by the Securities Administrator shall be held in
         an Eligible Account and the Securities Administrator may direct any
         depository institution maintaining such account to invest the funds in
         one or more Eligible Investments. All income and gain realized from
         the investment of funds deposited in such accounts held in trust by
         the Securities Administrator shall be for the benefit of the
         Securities Administrator; provided, however, that the Securities
         Administrator shall deposit in such account the amount of any loss of
         principal incurred in respect of any such Eligible Investment made
         with funds in such accounts immediately upon the realization of such
         loss.

                  Immediately following the deposit of funds in trust hereunder
in respect of the Group III Certificates, REMIC III, REMIC IV and REMIC V shall
terminate.

                  Section 9.4 ADDITIONAL TERMINATION REQUIREMENTS WITH RESPECT
TO THE GROUP III LOANS.

                        (a) In the event that the Group III Terminator purchases
         all the Group III Loans and each related REO Property or the final
         payment on or other liquidation of the last Loan or REO Property
         remaining in REMIC III pursuant to Section 9.3, REMIC III, REMIC IV and
         REMIC V shall be terminated in accordance with the following additional
         requirements:

                           (i) The Securities Administrator shall specify the
            first day in the 90-day liquidation period in a statement attached
            to each of REMIC III, REMIC IV and REMIC V's final tax returns
            pursuant to Treasury regulation Section 1.860F-1 and shall satisfy
            all requirements of a qualified liquidation under Section 860F of
            the Code and any regulations thereunder, as evidenced by an Opinion
            of Counsel obtained by and at the expense of the Group III
            Terminator;

                           (ii) During such 90-day liquidation period and, at or
            prior to the time of making of the final payment on the Group III
            Certificates, the Securities Administrator shall sell all of the
            assets of REMIC III to the Group III Terminator for cash; and

                           (iii) At the time of the making of the final payment
            on the Group III Certificates, the Securities Administrator shall
            distribute or credit, or cause to be distributed or credited, to the
            Holders of the Class III-R Certificates all cash on hand in the
            Trust Fund relating to the Group III Loans (other than cash retained
            to meet claims), and REMIC III, REMIC IV and REMIC V shall terminate
            at that time.

                        (b) At the expense of the requesting Terminator (or, if
         REMIC III, REMIC IV and REMIC V are being terminated as a result of the
         occurrence of the event described in the first clause (ii) of the first
         paragraph of Section 9.3, at the expense of the Trust Fund), the Group
         III Terminator shall prepare or cause to be prepared the



                                     -146-
<PAGE>


         documentation required in connection with the adoption of a plan of
         liquidation of each of REMIC III, REMIC IV and REMIC V pursuant to
         this Section 9.4.

                        (c) By their acceptance of the Group III Certificates,
         the Holders thereof hereby agree to authorize the Securities
         Administrator to specify the 90-day liquidation period for each of
         REMIC III, REMIC IV and REMIC V, which authorization shall be binding
         upon all successor Certificateholders.






                                     -147-
<PAGE>




                                   ARTICLE X
                                REMIC PROVISIONS

                  Section 10.1 REMIC ADMINISTRATION.

                        (a) The Trustee shall elect to treat each REMIC as a
         REMIC under the Code and, if necessary, under applicable state law and
         as instructed by the Securities Administrator. Each such election shall
         be made by the Securities Administrator on Form 1066 or other
         appropriate federal tax or information return or any appropriate state
         return for the taxable year ending on the last day of the calendar year
         in which the Certificates are issued. For the purposes of the REMIC
         election in respect of REMIC I, the REMIC I Regular Interests shall be
         designated as the Regular Interests in REMIC I and Component R-1 shall
         be designated as the Residual Interest in REMIC I. The Class I-A-1,
         Class I-A-X, Class I-A-PO, Class II-A-1, Class II-A-2, Class II-A-3,
         Class II-A-X, Class II-A-PO, Class M, Class B-1, Class B-2, Class B-3,
         Class B-4 and Class B-5 Certificates shall be designated as the Regular
         Interests in REMIC II and Component R-2 shall be designated as the
         Residual Interest in REMIC II. The REMIC III Regular Interests shall be
         designated as the Regular Interests in REMIC III and Component R-3
         shall be designated as the Residual Interest in REMIC III. The REMIC IV
         Regular Interests shall be designated as the Regular Interests in REMIC
         IV and Component R-4 shall be designated as the Residual Interest in
         REMIC IV. The Group III Senior and the Group III Mezzanine Certificates
         (exclusive of any right of the Group III Senior and Group III Mezzanine
         Certificates to receive payment from the Reserve Fund), and the Class
         III-CE and the Class III-P Certificates shall be designated as the
         Regular Interests in REMIC V and Component R-5 shall be designated as
         the Residual Interest in REMIC V. The Trustee shall not permit the
         creation of any "interests" in each Trust REMIC (within the meaning of
         Section 860G of the Code) other than the REMIC I Regular Interests,
         REMIC III Regular Interests, REMIC IV Regular Interests and the
         interests represented by the Certificates.

                        (b) The Closing Date is hereby designated as the
         "Startup Day" of each REMIC within the meaning of Section 860G(a)(9) of
         the Code.

                        (c) The Securities Administrator shall be reimbursed for
         any and all expenses relating to any tax audit of the Trust Fund
         (including, but not limited to, any professional fees or any
         administrative or judicial proceedings with respect to each REMIC that
         involve the Internal Revenue Service or state tax authorities),
         including the expense of obtaining any tax related Opinion of Counsel
         except as specified herein. The Securities Administrator, as agent for
         each REMIC's tax matters person shall (i) act on behalf of the Trust
         Fund in relation to any tax matter or controversy involving any REMIC
         and (ii) represent the Trust Fund in any administrative or judicial
         proceeding relating to an examination or audit by any governmental
         taxing authority with respect thereto. The holder of the largest
         Percentage Interest of each Class of Residual Certificates shall be
         designated, in the manner provided under Treasury regulations section
         1.860F-4(d) and Treasury



                                     -148-
<PAGE>


         regulations section 301.6231(a)(7)-1, as the tax matters person of the
         related REMIC created hereunder. By their acceptance thereof, the
         holder of the largest Percentage Interest of the Residual Certificates
         hereby agrees to irrevocably appoint the Securities Administrator or
         an Affiliate as its agent to perform all of the duties of the tax
         matters person for the Trust Fund.

                        (d) The Securities Administrator shall prepare and file
         and the Trustee shall sign all of the Tax Returns in respect of each
         REMIC created hereunder. The expenses of preparing and filing such
         returns shall be borne by the Securities Administrator without any
         right of reimbursement therefor.

                        (e) The Securities Administrator shall perform on behalf
         of each REMIC all reporting and other tax compliance duties that are
         the responsibility of such REMIC under the Code, the REMIC Provisions
         or other compliance guidance issued by the Internal Revenue Service or
         any state or local taxing authority. Among its other duties, as
         required by the Code, the REMIC Provisions or other such compliance
         guidance, the Securities Administrator shall provide (i) to any
         Transferor of a Residual Certificate such information as is necessary
         for the application of any tax relating to the transfer of a Residual
         Certificate to any Person who is not a Permitted Transferee upon
         receipt of additional reasonable compensation, (ii) to the
         Certificateholders such information or reports as are required by the
         Code or the REMIC Provisions including reports relating to interest,
         original issue discount and market discount or premium (using the
         Prepayment Assumption as required) and (iii) to the Internal Revenue
         Service the name, title, address and telephone number of the person who
         shall serve as the representative of each REMIC. The Depositor shall
         provide or cause to be provided to the Securities Administrator, within
         ten (10) days after the Closing Date, all information or data that the
         Securities Administrator reasonably determines to be relevant for tax
         purposes as to the valuations and issue prices of the Certificates,
         including, without limitation, the price, yield, prepayment assumption
         and projected cash flow of the Certificates.

                        (f) To the extent in the control of the Trustee or the
         Securities Administrator, each such Person (i) shall take such action
         and shall cause each REMIC created hereunder to take such action as
         shall be necessary to create or maintain the status thereof as a REMIC
         under the REMIC Provisions, (ii) shall not take any action, cause the
         Trust Fund to take any action or fail to take (or fail to cause to be
         taken) any action that, under the REMIC Provisions, if taken or not
         taken, as the case may be, could (A) endanger the status of each REMIC
         as a REMIC or (B) result in the imposition of a tax upon the Trust Fund
         (including but not limited to the tax on prohibited transactions as
         defined in Section 860F(a)(2) of the Code and the tax on contributions
         to a REMIC set forth in Section 860G(d) of the Code) (either such
         event, an "Adverse REMIC Event") unless such action or inaction is
         permitted under this Agreement or the Trustee and the Securities
         Administrator have received an Opinion of Counsel, addressed to them
         (at the expense of the party seeking to take such action but in no
         event at the expense of the Trustee or the Securities Administrator) to
         the effect that the contemplated action will not, with respect to any
         REMIC, endanger such



                                     -149-
<PAGE>


         status or result in the imposition of such a tax, nor (iii) shall the
         Securities Administrator take or fail to take any action (whether or
         not authorized hereunder) as to which the Trustee has advised it in
         writing that it has received an Opinion of Counsel to the effect that
         an Adverse REMIC Event could occur with respect to such action;
         provided that the Securities Administrator may conclusively rely on
         such Opinion of Counsel and shall incur no liability for its action or
         failure to act in accordance with such Opinion of Counsel. In
         addition, prior to taking any action with respect to any REMIC or the
         respective assets of each, or causing any REMIC to take any action,
         which is not contemplated under the terms of this Agreement, the
         Securities Administrator shall consult with the Trustee or its
         designee, in writing, with respect to whether such action could cause
         an Adverse REMIC Event to occur with respect to any REMIC, and the
         Securities Administrator shall not take any such action or cause any
         REMIC to take any such action as to which the Trustee has advised it
         in writing that an Adverse REMIC Event could occur. The Trustee may
         consult with counsel to make such written advice, and the cost of same
         shall be borne by the party seeking to take the action not permitted
         by this Agreement, but in no event shall such cost be an expense of
         the Trustee.

                        (g) In the event that any tax is imposed on "prohibited
         transactions" of any REMIC created hereunder as defined in Section
         860F(a)(2) of the Code, on the "net income from foreclosure property"
         of such REMIC as defined in Section 860G(c) of the Code, on any
         contributions to any such REMIC after the Startup Day therefor pursuant
         to Section 860G(d) of the Code, or any other tax is imposed by the Code
         or any applicable provisions of state or local tax laws, such tax shall
         be charged (i) to the Trustee pursuant to Section 10.3 hereof, if such
         tax arises out of or results from a breach by the Trustee of any of its
         obligations under this Article X, (ii) to the Securities Administrator
         pursuant to Section 10.3 hereof, if such tax arises out of or results
         from a breach by the Securities Administrator of any of its obligations
         under this Article X, (iii) to the Master Servicer pursuant to Section
         10.3 hereof, if such tax arises out of or results from a breach by the
         Master Servicer of any of its obligations under Article III or under
         this Article X, or (iv) against amounts on deposit in the related
         Distribution Account and shall be paid by withdrawal therefrom.

                        (h) The Trustee and the Securities Administrator shall,
         for federal income tax purposes, maintain books and records with
         respect to each REMIC on a calendar year and on an accrual basis.

                        (i) Following the Startup Day, the Trustee shall not
         accept any contributions of assets to any REMIC other than in
         connection with any Substitute Loan delivered in accordance with
         Section 2.3 unless it shall have received an Opinion of Counsel
         addressed to it to the effect that the inclusion of such assets in the
         Trust Fund will not cause the related REMIC to fail to qualify as a
         REMIC at any time that any Certificates are outstanding or subject such
         related REMIC to any tax under the REMIC Provisions or other applicable
         provisions of federal, state and local law or ordinances.



                                     -150-
<PAGE>


                        (j) Neither the Trustee nor the Securities Administrator
         shall knowingly enter into any arrangement by which any REMIC will
         receive a fee or other compensation for services nor permit any REMIC
         to receive any income from assets other than "qualified mortgages" as
         defined in Section 860G(a)(3) of the Code or "permitted investments" as
         defined in Section 860G(a)(5) of the Code.

                        (k) The Securities Administrator shall apply for an
         employer identification number with the Internal Revenue Service via a
         Form SS-4 or other comparable method for each REMIC. In connection with
         the foregoing, the Securities Administrator shall provide the name and
         address of the person who can be contacted to obtain information
         required to be reported to the holders of Regular Interests in each
         REMIC as required by IRS Form 8811.

                  Section 10.2 PROHIBITED TRANSACTIONS AND ACTIVITIES.

                  None of the Depositor, the Securities Administrator, the
Master Servicer or the Trustee shall sell, dispose of or substitute for any of
the Loans (except in connection with (i) the foreclosure of a Loan, including
but not limited to, the acquisition or sale of a Mortgaged Property acquired by
deed in lieu of foreclosure, (ii) the bankruptcy of REMIC I or REMIC III, (iii)
the termination of REMIC I or REMIC III pursuant to Article IX of this
Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a
purchase of Loans pursuant to Article II of this Agreement), nor acquire any
assets for any REMIC (other than REO Property acquired in respect of a defaulted
Loan), nor sell or dispose of any investments in the related Distribution
Account for gain, nor accept any contributions to any REMIC after the Closing
Date (other than a Substitute Loan delivered in accordance with Section 2.3),
unless it has received an Opinion of Counsel, addressed to the Trustee and the
Trustee (at the expense of the party seeking to cause such sale, disposition,
substitution, acquisition or contribution but in no event at the expense of the
Trustee) that such sale, disposition, substitution, acquisition or contribution
will not (a) affect adversely the status of any REMIC as a REMIC or (b) cause
any REMIC to be subject to a tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions.

                  Section 10.3 INDEMNIFICATION.

                        (a) The Trustee agrees to be liable for any taxes and
         costs incurred by the Trust Fund, the Depositor, the Securities
         Administrator or the Master Servicer including, without limitation, any
         reasonable attorneys fees imposed on or incurred by the Trust Fund, the
         Depositor, the Securities Administrator or the Master Servicer as a
         result of the Trustee's failure to perform its covenants set forth in
         this Article X in accordance with the standard of care of the Trustee
         set forth in this Agreement.

                        (b) The Master Servicer agrees to indemnify the Trust
         Fund, the Depositor and the Trustee for any taxes and costs including,
         without limitation, any reasonable attorneys' fees imposed on or
         incurred by the Trust Fund, the Depositor or the



                                     -151-
<PAGE>


         Trustee, as a result of the Master Servicer's failure to perform its
         covenants set forth in Article III in accordance with the standard of
         care of the Master Servicer set forth in this Agreement.

                        (c) The Securities Administrator agrees to be liable for
         any taxes and costs incurred by the Trust Fund, the Depositor or the
         Trustee including, without limitation, any reasonable attorneys fees
         imposed on or incurred by the Trust Fund, the Depositor or the Trustee
         as a result of the Securities Administrator's failure to perform its
         covenants set forth in this Article X in accordance with the standard
         of care of the Securities Administrator set forth in this Agreement.




                                     -152-
<PAGE>


                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

                  Section 11.1 AMENDMENT. This Agreement may be amended from
time to time by the Depositor, the Master Servicer, the Securities Administrator
and the Trustee, without the consent of any of the Certificateholders, (a) to
cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Agreement, (b) to
modify, eliminate or add to any provisions to such extent as shall be necessary
to maintain the qualification of the Trust Fund as three REMICs at all times
that any Certificates are outstanding, provided, that such action shall not, as
evidenced by an Opinion of Counsel addressed to the Trustee and delivered to the
Trustee, adversely affect in any material respect the interests of any
Certificateholder. No amendment shall be deemed to adversely affect in any
material respect the interests of any Certificateholder who shall have consented
thereto, and no Opinion of Counsel shall be required to address the effect of
any such amendment on any such consenting Certificateholder.

                  This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Securities Administrator and the Trustee
with the consent of the Holders of Certificates evidencing, in aggregate, not
less than 66-2/3% of the Trust Fund for the purpose of adding any provisions or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates; provided,
however, that no such amendment shall (a) reduce in any manner the amount of, or
delay the timing of, payments received on Loans which are required to be
distributed in respect of any Certificate without the consent of the Holder of
such Certificate; (b) adversely affect in any material respect the interest of
the Holders of the Group I Senior (other than the Class R Certificates), Group
II Senior or Group III Senior Certificates in a manner other than as described
in (a) above without the consent of the Holders of such Group I Senior (other
than the Class R Certificates), Group II Senior or Group III Senior Certificates
aggregating not less than 66-2/3% of the aggregate Percentage Interest evidenced
by all Group I Senior (other than the Class R Certificates), Group II Senior and
Group III Senior Certificates; (c) adversely affect in any material respect the
interest of the Holders of the Group I/II Subordinate Certificates or Group III
Subordinate Certificates in a manner other than as described in clause (a) above
without the consent of the Holders of Group I/II Subordinate Certficates or
Group III Subordinate Certificates aggregating not less than 66-2/3% of the
aggregate Percentage Interest evidenced by all Group I/II Subordinate
Certificates and Group III Subordinate Certificates; (d) adversely affect in any
material respect the interest of the Class R Certificateholder or the Class
III-R Certificateholder without the consent of the Holder of the Class R
Certificates or the Class III-R Certificates; (e) change in any material respect
the rights and obligations of the Master Servicer or successor Master Servicer
under this Agreement without the prior written consent of such party; or (f)
reduce the aforesaid percentage of the Certificates the Holders of which are
required to consent to any such amendments without the consent of the Holders of
all Certificates then outstanding; provided, that for the purposes of this
Agreement, the Holder of



                                     -153-
<PAGE>


the Class R Certificate or the Class III-R Certificate shall have no right to
vote at all times that any Group I Senior (other than the Class R Certificates),
Group II Senior, Group III Senior, Group I/II Subordinate or Group III
Subordinate Certificates are outstanding if such amendment relates to the
modification, elimination or addition of any provision necessary to maintain the
qualification of the Trust Fund as five REMICs. Without limiting the generality
of the foregoing, any amendment to this Agreement required in connection with
the compliance with or the clarification of any reporting obligations described
in Section 3.18 hereof shall not require the consent of any Certificateholder or
any Opinion of Counsel or Rating Agency confirmation.

                  Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel addressed to it to the effect that
such amendment will not cause any of REMIC I, REMIC II, REMIC III, REMIC IV or
REMIC V of the Trust Fund to fail to qualify as a REMIC at any time that any
REMIC Regular Interests or Regular Interest Certificates are outstanding.

                  As soon as practicable after the execution of any such
amendment, the Trustee shall furnish written notification of the substance of
such amendment to each Certificateholder and Rating Agency.

                  It shall not be necessary for the consent of the
Certificateholders under this Section 11.1 to approve the particular form of any
proposed amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

                  Prior to the execution of any amendment to this Agreement, the
Trustee shall be entitled to receive and rely upon an Opinion of Counsel
addressed to it stating that the execution of such amendment is authorized or
permitted by this Agreement. The Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Trustee's own rights, duties or
immunities under this Agreement.

                  Section 11.2 RECORDATION OF AGREEMENT; COUNTERPARTS. To the
extent permitted by applicable law, this Agreement (or an abstract hereof, if
acceptable by the applicable recording office) is subject to recordation in all
appropriate public offices for real property records in all the counties or
other comparable jurisdictions in which any or all of the properties subject to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Depositor at the expense of
the Certificateholders, but only after the Depositor has delivered to the
Trustee an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.

                  For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number



                                     -154-
<PAGE>


of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same instrument.

                  Section 11.3 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or proceeding
in any court for a partition or winding up of the Trust Fund, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.

                  Except as otherwise expressly provided herein no
Certificateholder, solely by virtue of its status as Certificateholder, shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association, nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

                  No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless all of the
Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust
Fund shall have made written request upon the Trustee to institute such action,
suit or proceeding in its own name as Trustee hereunder and shall have offered
to the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and the Trustee, for
60 days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding; it
being understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more holders of Certificates shall have any right in any manner whatever
by virtue or by availing of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section 11.3, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

                  Section 11.4 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES OTHER THAN 5-1401 OF THE GENERAL OBLIGATIONS LAW),
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.



                                     -155-
<PAGE>


                  Section 11.5 NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by certified or registered mail, return
receipt requested (a) in the case of the Depositor, to 60 Wall Street, New York,
New York 10005, Attention: Deutsche Mortgage Securities, Inc., Mortgage Loan
Trust, Series 2004-1, (telecopy number:(212) 250-2500, or such other address or
telecopy number as may hereafter be furnished to the Master Servicer and the
Trustee in writing by the Depositor, (b) in the case of the Master Servicer and
the Securities Administrator, P.O. Box 98, Columbia, Maryland 21046 and for
overnight delivery to 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Deutsche Mortgage Securities, Inc., 2004-1 (telecopy number: (410)
715-2380), or such other address or telecopy number as may hereafter be
furnished to the Trustee and the Depositor in writing by the Master Servicer or
the Securities Administrator, and (c) in the case of the Trustee, at the
Corporate Trust Office or such other address or telecopy number as the Trustee
may hereafter be furnish to the Master Servicer and the Depositor in writing by
the Trustee. Any notice required or permitted to be given to a Certificateholder
shall be given by first Class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given when mailed, whether or not the Certificateholder receives such
notice. A copy of any notice required to be telecopied hereunder also shall be
mailed to the appropriate party in the manner set forth above.

                  Section 11.6 SEVERABILITY OF PROVISIONS.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

                  Section 11.7 NOTICE TO RATING AGENCIES.

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

                  1.       Any material change or amendment to this Agreement;

                  2.       The occurrence of any Master Servicer Event of
                           Default that has not been cured or waived;

                  3.       The resignation or termination of the Master Servicer
                           or the Trustee;

                  4.       The repurchase or substitution of Loans pursuant to
                           or as contemplated by Section 2.3;

                  5.       The final payment to the Holders of any Class of
                           Certificates;



                                     -156-
<PAGE>


                  6.       Any change in the location of either Distribution
                           Account; and

                  7.       Any event that would result in the inability of the
                           Trustee to make advances regarding delinquent Loans
                           pursuant to Section 7.2.

                  The Master Servicer shall make available to each Rating Agency
copies of the following:

                  1.       Each annual statement as to compliance described in
                           Section 3.16; and

                  2.       Each annual independent public accountants' servicing
                           report described in Section 3.17.

                  Any such notice pursuant to this Section 11.7 shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first Class mail, postage prepaid, or by express delivery service
to Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc., 55 Water Street, New York, New York 10041 and to Moody's Investors
Service, Inc., 99 Church Street, New York, New York 10007 or such other
addresses as the Rating Agencies may designate in writing to the parties hereto.

                  Section  11.8 ARTICLE AND SECTION REFERENCES.

                  All article and section references used in this Agreement,
unless otherwise provided, are to articles and sections in this Agreement.

                  Section  11.9 GRANT OF SECURITY INTEREST.

                  It is the express intent of the parties hereto that the
conveyance of the Loans by the Depositor to the Trustee, on behalf of the Trust
and for the benefit of the Certificateholders, be, and be construed as, a sale
of the Loans by the Depositor and not a pledge of the Loans to secure a debt or
other obligation of the Depositor. However, in the event that, notwithstanding
the aforementioned intent of the parties, the Loans are held to be property of
the Depositor, then, (a) it is the express intent of the parties that such
conveyance be deemed a pledge of the Loans by the Depositor to the Trustee, on
behalf of the Trust and for the benefit of the related Certificateholders, to
secure a debt or other obligation of the Depositor and (b)(1) this Agreement
shall also be deemed to be a security agreement within the meaning of Articles 8
and 9 of the Uniform Commercial Code as in effect from time to time in the State
of New York; (2) the conveyance provided for in Section 2.1 hereof shall be
deemed to be a grant by the Depositor to the Trustee, on behalf of the Trust and
for the benefit of the related Certificateholders, of a security interest in all
of the Depositor's right, title and interest in and to the Loans and all amounts
payable to the holders of the Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or invested
in the Distribution Accounts, whether in the form of



                                     -157-
<PAGE>


cash, instruments, securities or other property; (3) the obligations secured by
such security agreement shall be deemed to be all of the Depositor's obligations
under this Agreement, including the obligation to provide to the
Certificateholders the benefits of this Agreement relating to the Loans and the
Trust Fund; and (4) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
Accordingly, the Depositor hereby grants to the Trustee, on behalf of the Trust
and for the benefit of the Certificateholders, a security interest in the Loans
and all other property described in clause (2) of the preceding sentence, for
the purpose of securing to the Trustee the performance by the Depositor of the
obligations described in clause (3) of the preceding sentence. Notwithstanding
the foregoing, the parties hereto intend the conveyance pursuant to Section 2.1
to be a true, absolute and unconditional sale of the Loans and assets
constituting the Trust Fund by the Depositor to the Trustee, on behalf of the
Trust and for the benefit of the Certificateholders.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                     -158-
<PAGE>





                  IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Securities Administrator and the Trustee have caused their names to be signed
hereto by their respective officers thereunto duly authorized, all as of the day
and year first above written.


                                         DEUTSCHE MORTGAGE SECURITIES, INC.,
        as Depositor


                                         By ____________________________________
                                         Name:
                                         Its:


                                         By ____________________________________
                                         Name:
                                         Its:





                                         WELLS FARGO BANK MINNESOTA,
                                         NATIONAL ASSOCIATION
                                         as Master Servicer and Securities
                                         Administrator


                                         By ____________________________________
                                         Name:
                                         Its:





                                         HSBC BANK USA, not in its individual
                                         capacity but solely as Trustee


                                         By ____________________________________
                                         Name:
                                         Its:




<PAGE>


With Respect to Sections 6.7, 6.8 and 6.9:

THE MURRAYHILL COMPANY


By:____________________________________
Name:


<PAGE>


Title:  STATE OF             )
                             ) ss.:
COUNTY OF                    )

                  On the ___ day of January 2004, before me, a notary public in
and for said State, personally appeared _____________________ known to me to be
a _____________________ of Deutsche Mortgage Securities, Inc ., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                     Notary Public


[Notarial Seal]





<PAGE>


STATE OF                 )
                         ) ss.:
COUNTY OF                )

                  On the ___ day of January 2004, before me, a notary public in
and for said State, personally appeared _____________________ known to me to be
a _____________________ of Deutsche Mortgage Securities, Inc ., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                 Notary Public


[Notarial Seal]


<PAGE>


STATE OF                     )
                             ) ss.:
COUNTY OF                    )

                  On the __ day of January 2004, before me, a notary public in
and for said State, personally appeared ___________________________ known to me
to be a ____________________ of Wells Fargo Bank Minnesota, National
Association, one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of said corporation,
and acknowledged to me that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                    Notary Public


[Notarial Seal]


<PAGE>


STATE OF                   )
                           ) ss.:
COUNTY OF                  )

                  On the ___ day of January 2004, before me, a notary public in
and for said State, personally appeared _______________ known to me to be a
_______________ of HSBC Bank USA, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                              Notary Public


[Notarial Seal]




<PAGE>

                                   EXHIBIT A-1

                FORM OF CLASS [I-A-1][II-A-[1][2][3]] CERTIFICATE

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE").

                  THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED
LOSSES ALLOCABLE HERETO, AS DESCRIBED IN THE AGREEMENT REFERRED
TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



<PAGE>


<TABLE>
<CAPTION>

<S>                                                       <C>
Certificate No.1                                          Pass-Through Rate:     [%]

Class [I-A-1][II-A-[1][2][3]]                             Percentage Interest: _____

Date of Pooling and Servicing Agreement and               Aggregate Initial Certificate Principal Balance
Cut-off Date:                                             of this Certificate as of the Cut-off Date:
January 1, 2004                                           $

First Distribution Date:                                  Initial Certificate Principal Balance of this
February 25, 2004                                         Certificate as of the Cut-off Date:
                                                          $___________

Master Servicer:
Wells Fargo Bank Minnesota, National
Association                                               CUSIP: ___________

Final Distribution Date:
[October 25, 2018][September 25, 2033]
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2004-1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class [I-A-1][II-A-[1][2][3]] Certificates with
         respect to a Trust Fund consisting primarily of a pool of conventional
         one- to four-family fixed interest rate mortgage loans sold by DEUTSCHE
         MORTGAGE SECURITIES, INC.

                  This Certificate is payable solely from certain assets of the
Trust Fund as described in the Agreement (as defined below), and does not
represent an obligation of or interest in Deutsche Mortgage Securities, Inc.,
the Master Servicer, the Trustee or the Securities Administrator referred to
below or any of their affiliates or any other person. Neither this Certificate
nor the underlying Mortgage Loans (as defined below) are guaranteed or insured
by any governmental entity or by Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Deutsche Mortgage Securities, Inc., the Master
Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in certain assets of a trust
(the "Trust Fund") generally consisting of conventional first lien, fixed rate
mortgage loans secured by one- to four- family residences, units in planned unit
developments and individual condominium units (collectively, the "Mortgage
Loans") sold by Deutsche Mortgage Securities, Inc. ("DMSI"). The Mortgage Loans
were sold by Deutsche Bank AG

                                      A-1-2

<PAGE>



New York Branch to DMSI. Wells Fargo Bank Minnesota, National Association will
act as master servicer of the Mortgage Loans (the "Master Servicer," which term
includes any successors thereto under the Agreement referred to below). The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as
of the Cut-off Date specified above (the "Agreement"), among DMSI, as depositor
(the "Depositor"), Wells Fargo Bank Minnesota, National Association, as Master
Servicer and securities administrator (the "Securities Administrator") and HSBC
Bank USA, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

                  Interest on this Certificate will accrue during the month
prior to the month in which a Distribution Date (as hereinafter defined) occurs
on the Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above and in the Agreement. The Securities
Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month immediately preceding
the month of such Distribution Date (the "Record Date"), an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
(of interest and principal, if any) required to be distributed pursuant to the
Agreement to the Holders of Certificates of the same Class as this Certificate.
The last scheduled Distribution Date is the Distribution Date in [October
2018][September 2033].

                  Distributions on this Certificate will be made by the
Securities Administrator by wire transfer in immediately available funds to the
account of the Person in whose name the Certificate is registered at the close
of business on the related Record Date or by any other means of payment
acceptable to such Certificateholder. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Securities Administrator for that purpose and designated in such notice. The
initial Certificate Principal Balance of this Certificate is set forth above.
The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto as described in the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
neither the Trustee nor the Securities Administrator is liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.


                                      A-1-3

<PAGE>



                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Securities Administrator.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of Certificates affected thereby evidencing not less than 66-2/3% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

                  The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated transferee.

                  No service charge will be made to the Certificateholders for
any such registration of transfer, but the Securities Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. The Depositor, the Master Servicer, the
Securities Administrator, the Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of Depositor, the Master Servicer, the Securities
Administrator, the Trustee or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligations to make payments to
Certificateholders with respect to the termination of the Agreement) shall
terminate upon the remittance of all funds due under the Agreement, coinciding
with or following the earlier to occur of (i) the maturity or other liquidation
(or Advance with respect thereto) of the last Group I Mortgage Loan or Group II
Mortgage Loan remaining in the Trust Fund and disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Group I Mortgage
Loan or Group II Mortgage Loan or (ii) the optional repurchase by the party
named in the Agreement of all the Group I Mortgage Loans and Group II Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate Stated Principal Balance of the Group I
Mortgage Loans and Group II Mortgage Loans is less than the percentage of the
aggregate Stated Principal Balance specified in the Agreement of the Group I
Mortgage Loans and Group II Mortgage Loans at the Cut-off Date. The exercise of
such right will effect the early retirement of the

                                      A-1-4

<PAGE>



Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.

                  Unless this Certificate has been countersigned by an
authorized signatory of the Securities Administrator by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement, or be
valid for any purpose.


                                      A-1-5

<PAGE>



                  IN WITNESS WHEREOF, the Securities Administrator has caused
this Certificate to be duly executed.

Dated: January 30, 2004

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                 Authorized Officer




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class [I-A-1][II-A-[1][2][3]] Certificates
referred to in the within-mentioned Agreement.

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Signatory




<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Securities Administrator to issue a
new Certificate of a like denomination and Class, to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:
                           ____________________________________________________
                                   Signature by or on behalf of assignor


                                               ________________________________
                                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

                  This information is provided by __________________, the
assignee named above, or ________________________, as its agent.





<PAGE>



                                   EXHIBIT A-2

                     FORM OF CLASS [I][II]-A-PO CERTIFICATE

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE").

                  THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED
LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT REFERRED
TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



<PAGE>


<TABLE>
<CAPTION>

<S>                                                       <C>
Certificate No.1

Class [I][II]-A-PO                                        Percentage Interest: _____%

Date of Pooling and Servicing Agreement and               Aggregate Initial Certificate Principal Balance
Cut-off Date:                                             of this Certificate as of the Cut-off Date:
January 1, 2004                                           $___________

First Distribution Date:                                  Initial Certificate Principal Balance of this
February 25, 2004                                         Certificate as of the Cut-off Date:
                                                          $___________

Master Servicer:
Wells Fargo Bank Minnesota, National
Association                                               CUSIP: ___________

Final Distribution Date:
[October 25, 2018][September 25, 2033]
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2004-1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class [I][II]-A-PO Certificates with respect to a
         Trust Fund consisting primarily of a pool of conventional one- to
         four-family fixed interest rate mortgage loans sold by DEUTSCHE
         MORTGAGE SECURITIES, INC.

                  This Certificate is payable solely from certain assets of the
Trust Fund as described in the Agreement (as defined below), and does not
represent an obligation of or interest in Deutsche Mortgage Securities, Inc.,
the Master Servicer, the Trustee or the Securities Administrator referred to
below or any of their affiliates or any other person. Neither this Certificate
nor the underlying Mortgage Loans (as defined below) are guaranteed or insured
by any governmental entity or by Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Deutsche Mortgage Securities, Inc., the Master
Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in certain assets of a trust
(the "Trust Fund") generally consisting of conventional first lien, fixed rate
mortgage loans secured by one- to four- family residences, units in planned unit
developments and individual condominium units (collectively, the "Mortgage
Loans") sold by Deutsche Mortgage Securities, Inc. ("DMSI"). The Mortgage Loans
were sold by Deutsche Bank AG

                                      A-2-2

<PAGE>



New York Branch to DMSI. Wells Fargo Bank Minnesota, National Association will
act as master servicer of the Mortgage Loans (the "Master Servicer," which term
includes any successors thereto under the Agreement referred to below). The
Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as
of the Cut-off Date specified above (the "Agreement"), among DMSI, as depositor
(the "Depositor"), Wells Fargo Bank Minnesota, National Association, as Master
Servicer and securities administrator (the "Securities Administrator") and HSBC
Bank USA as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

                  The Securities Administrator will distribute on the 25th day
of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the calendar
month preceding the month of such Distribution Date (the "Record Date"), an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount of principal required to be distributed pursuant to
the Agreement to the Holders of Certificates of the same Class as this
Certificate. The last scheduled Distribution Date is the Distribution Date in
[October 2018][September 2033].

                  Distributions on this Certificate will be made by the
Securities Administrator by wire transfer in immediately available funds to the
account of the Person in whose name the Certificate is registered at the close
of business on the related Record Date or by any other means of payment
acceptable to such Certificateholder. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Securities Administrator for that purpose and designated in such notice. The
initial Certificate Principal Balance of this Certificate is set forth above.
The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto as described in the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
neither the Securities Administrator nor the Trustee is liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Securities Administrator.

                                      A-2-3

<PAGE>



                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of Certificates affected thereby evidencing not less than 66-2/3% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

                  The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated transferee.

                  No service charge will be made to the Certificateholders for
any such registration of transfer, but the Securities Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. The Depositor, the Master Servicer, the
Securities Administrator, the Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Securities
Administrator, the Trustee or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligations to make payments to
Certificateholders with respect to the termination of the Agreement) shall
terminate upon the remittance of all funds due under the Agreement, coinciding
with or following the earlier to occur of (i) the maturity or other liquidation
(or Advance with respect thereto) of the last Group I Mortgage Loan or Group II
Mortgage Loan remaining in the Trust Fund and disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Group I Mortgage
Loan or Group II Mortgage Loan or (ii) the optional repurchase by the party
named in the Agreement of all the Group I Mortgage Loans and Group II Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate Stated Principal Balance of the Group I
Mortgage Loans and Group II Mortgage Loans is less than the percentage of the
aggregate Stated Principal Balance specified in the Agreement of the Group I
Mortgage Loans and Group II Mortgage Loans at the Cut-off Date. The exercise of
such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the
expiration of 21 years after the death of certain persons identified in the
Agreement.


                                      A-2-4

<PAGE>



                  Unless this Certificate has been countersigned by an
authorized signatory of the Securities Administrator by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement, or be
valid for any purpose.

                  IN WITNESS WHEREOF, the Securities Administrator has caused
this Certificate to be duly executed.

Dated: January 30, 2004

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:____________________________________
                                                 Authorized Officer




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class [I][II]-A-PO Certificates referred to
in the within-mentioned Agreement.

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Signatory




<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Securities Administrator to issue a
new Certificate of a like denomination and Class, to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:
                           ____________________________________________________
                                   Signature by or on behalf of assignor


                                               ________________________________
                                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

                  This information is provided by __________________, the
assignee named above, or ________________________, as its agent.

<PAGE>



                                   EXHIBIT A-3

                      FORM OF CLASS [I][II]-A-X CERTIFICATE

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE").

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



<PAGE>


<TABLE>
<CAPTION>

<S>                                                       <C>
Certificate No.1                                          Pass-Through Rate:     %

Class [I][II]-A-X                                         Percentage Interest:    %

Date of Pooling and Servicing Agreement and               Aggregate Initial Notional Amount of this
Cut-off Date:                                             Certificate as of the Cut-off Date:
January 1, 2004                                           $___________

First Distribution Date:                                  Initial Notional Amount of this Certificate as
February 25, 2004                                         of the Cut-off Date:
                                                          $___________

Master Servicer:
Wells Fargo Bank Minnesota, National
Association

Final Distribution Date:
[October 25, 2018][September 25, 2033]                    CUSIP: ___________
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2004-1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class [I][II]-A-X Certificates with respect to a Trust
         Fund consisting primarily of a pool of conventional one- to four-family
         fixed interest rate mortgage loans sold by DEUTSCHE MORTGAGE
         SECURITIES, INC.

                  This Certificate is payable solely from certain assets of the
Trust Fund as described in the Agreement (as defined below), and does not
represent an obligation of or interest in Deutsche Mortgage Securities, Inc.,
the Master Servicer, the Trustee or the Securities Administrator referred to
below or any of their affiliates or any other person. Neither this Certificate
nor the underlying Mortgage Loans (as defined below) are guaranteed or insured
by any governmental entity or by Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Deutsche Mortgage Securities, Inc., the Master
Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in certain assets of a trust
(the "Trust Fund") generally consisting of conventional first lien, fixed rate
mortgage loans secured by one- to four- family residences, units in planned unit
developments and individual condominium units (collectively, the "Mortgage
Loans") sold by

                                      A-3-2

<PAGE>



Deutsche Mortgage Securities, Inc. ("DMSI"). The Mortgage Loans were sold by
Deutsche Bank AG New York Branch to DMSI. Wells Fargo Bank Minnesota, National
Association will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement"), among DMSI, as depositor (the "Depositor"), Wells Fargo Bank
Minnesota, National Association, as Master Servicer and securities administrator
(the "Securities Administrator") and HSBC Bank USA as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

                  Interest on this Certificate will accrue during the month
prior to the month in which a Distribution Date (as hereinafter defined) occurs
on the Notional Amount hereof at a per annum rate equal to the Pass-Through Rate
set forth above and in the Agreement. The Securities Administrator will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the calendar month preceding the month of such Distribution Date
(the "Record Date"), an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest required to be
distributed pursuant to the Agreement to the Holders of Certificates of the same
Class as this Certificate. The last scheduled Distribution Date is the
Distribution Date in [October 2018][September 2033].

                  Distributions on this Certificate will be made by the
Securities Administrator by wire transfer in immediately available funds to the
account of the Person in whose name the Certificate is registered at the close
of business on the related Record Date or by any other means of payment
acceptable to such Certificateholder. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Securities Administrator for that purpose and designated in such notice. The
Class [I][II]-A-X Certificates have no Certificate Principal Balance. The
Initial Notional Amount of this Certificate is set forth above.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
neither the the Securities Administrator nor the Trustee is liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.


                                      A-3-3

<PAGE>



                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Securities Administrator.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of Certificates affected thereby evidencing not less than 66-2/3% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

                  The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated transferee.

                  No service charge will be made to the Certificateholders for
any such registration of transfer, but the Securities Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. The Depositor, the Master Servicer, the
Securities Administrator, the Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of Depositor, the Master Servicer, the Securities
Administrator, the Trustee or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligations to make payments to
Certificateholders with respect to the termination of the Agreement) shall
terminate upon the remittance of all funds due under the Agreement, coinciding
with or following the earlier to occur of (i) the maturity or other liquidation
(or Advance with respect thereto) of the last Group I Mortgage Loans and Group
II Mortgage Loans remaining in the Trust Fund and disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Group I Mortgage
Loan or Group II Mortgage Loan or (ii) the optional repurchase by the party
named in the Agreement of all the Group I Mortgage Loans and Group II Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate Stated Principal Balance of the Group I
Mortgage Loans and Group II Mortgage Loans is less than the percentage of the
aggregate Stated Principal Balance specified in the Agreement of the Group I
Mortgage Loans and Group II Mortgage Loans at the Cut-off Date. The exercise of
such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement

                                      A-3-4

<PAGE>



continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.

                  Unless this Certificate has been countersigned by an
authorized signatory of the Securities Administrator by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement, or be
valid for any purpose.


                                      A-3-5

<PAGE>



                  IN WITNESS WHEREOF, the Securities Administrator has caused
this Certificate to be duly executed.

Dated: January 30, 2004

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Officer




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class [I][II]-A-X Certificates referred to
in the within-mentioned Agreement.

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                Authorized Signatory




<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Securities Administrator to issue a
new Certificate of a like denomination and Class, to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:
                           ____________________________________________________
                                   Signature by or on behalf of assignor


                                               ________________________________
                                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

                  This information is provided by __________________, the
assignee named above, or ________________________, as its agent.

<PAGE>



                                   EXHIBIT A-4

                     FORM OF CLASS [M][B-1][B-2] CERTIFICATE

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP I
SENIOR CERTIFICATES [AND] THE GROUP II SENIOR CERTIFICATES [AND][,][ THE CLASS M
CERTIFICATES, [AND] THE CLASS B-1 CERTIFICATES], AS DESCRIBED IN THE AGREEMENT
(AS DEFINED HEREIN).

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

         THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE
INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS SET FORTH IN SECTION 5.3(E) OF THE AGREEMENT REFERRED TO HEREIN.





<PAGE>


<TABLE>
<CAPTION>

<S>                                                       <C>
Certificate No.1                                          Pass-Through Rate: Variable

Class [M][B-1][B-2]                                       Percentage Interest:     %

Date of Pooling and Servicing Agreement and               Aggregate Initial Certificate Principal Balance
Cut-off Date:                                             of this Certificate as of the Cut-off Date:
January 1, 2004                                           $___________

First Distribution Date:                                  Initial Certificate Principal Balance of this
February 25, 2004                                         Certificate as of the Cut-off Date:
                                                          $___________

Master Servicer:
Wells Fargo Bank Minnesota, National
Association                                               CUSIP: ___________

Final Distribution Date:
September 25, 2033
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2004-1

evidencing a fractional undivided interest in the distributions allocable to the
Class [M][B-1][B-2] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four- family fixed interest rate
mortgage loans sold by DEUTSCHE MORTGAGE SECURITIES, INC.

         This Certificate is payable solely from certain assets of the Trust
Fund as described in the Agreement (as defined below), and does not represent an
obligation of or interest in Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator referred to below or any
of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans (as defined below) are guaranteed or insured by any
governmental entity or by Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Deutsche Mortgage Securities, Inc., the Master
Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in certain assets of a trust
(the "Trust Fund") generally consisting of conventional first lien, fixed rate
mortgage loans secured by one- to four- family residences, units in planned unit
developments and individual condominium units (collectively, the "Mortgage
Loans") sold by Deutsche Mortgage Securities, Inc. ("DMSI"). The Mortgage Loans
were sold by Deutsche Bank AG New York Branch to DMSI. Wells Fargo Bank
Minnesota, National Association will act as master servicer of the

                                      A-4-2

<PAGE>



Mortgage Loans (the "Master Servicer," which term includes any successors
thereto under the Agreement referred to below). The Trust Fund was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), among DMSI, as depositor (the "Depositor"),
Wells Fargo Bank Minnesota, National Association, as Master Servicer and
securities administrator (the "Securities Administrator") and HSBC Bank USA as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is bound.

         Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above and in the Agreement. The Securities
Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date (the "Record Date"), an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed pursuant to the
Agreement to the Holders of Certificates of the same Class as this Certificate.
The last scheduled Distribution Date is the Distribution Date in September 2033.

         Distributions on this Certificate will be made by the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person in whose name the Certificate is registered at the close of business
on the related Record Date or by any other means of payment acceptable to such
Certificateholder. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Securities Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Securities Administrator
for that purpose and designated in such notice. The initial Certificate
Principal Balance of this Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent of distributions
allocable to principal hereon and any Realized Losses allocable hereto as
described in the Agreement.

         Any transferee of this certificate shall be deemed to make the
representations set forth in section 5.3(e) of the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that
neither the Trustee nor the Securities Administrator is liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.


                                      A-4-3

<PAGE>



         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Securities Administrator.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Agreement from time
to time by the parties thereto with the consent of the Holders of Certificates
affected thereby evidencing not less than 66-2/3% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

         The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator
upon surrender of this Certificate for registration of transfer at the offices
or agencies maintained by the Securities Administrator for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator duly executed by the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates in authorized denominations representing a like aggregate
Percentage Interest will be issued to the designated transferee.

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Securities Administrator may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Depositor, the Master Servicer, the Trustee, the
Securities Administrator and any agent of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trustee, the Securities
Administrator or any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the remittance
of all funds due under the Agreement, coinciding with or following the earlier
to occur of (i) the maturity or other liquidation (or Advance with respect
thereto) of the last Group I Mortgage Loan or Group II Mortgage Loan remaining
in the Trust Fund and disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Group I Mortgage Loan or Group II Mortgage
Loan or (ii) the optional repurchase by the party named in the Agreement of all
the Group I Mortgage Loans and Group II Mortgage Loans and other assets of the
Trust Fund in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the Distribution Date on which the
aggregate Stated Principal Balance of the Group I Mortgage Loans and Group II
Mortgage Loans is less than the percentage of the aggregate Stated Principal
Balance specified in the Agreement of the Group I Mortgage Loans and Group II
Mortgage Loans at the Cut-off Date. The exercise of such right will effect the
early retirement of the

                                      A-4-4

<PAGE>



Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.

         Unless this Certificate has been countersigned by an authorized
signatory of the Securities Administrator by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.


                                      A-4-5

<PAGE>



         IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated: January 30, 2004

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                   Authorized Officer




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class [M][B-1][B-2] Certificates referred
to in the within-mentioned Agreement.

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                 Authorized Signatory



<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Securities Administrator to issue a
new Certificate of a like denomination and Class, to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:
                           ____________________________________________________
                                   Signature by or on behalf of assignor


                                               ________________________________
                                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

                  This information is provided by __________________, the
assignee named above, or ________________________, as its agent.




<PAGE>



                                  EXHIBIT A-5-A

                FORM OF DEFINITIVE CLASS B-[3][4][5] CERTIFICATE

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP I
SENIOR CERTIFICATES, THE GROUP II SENIOR CERTIFICATES, THE CLASS M CERTIFICATES,
THE CLASS B-1 CERTIFICATES [AND][,] THE CLASS B-2 CERTIFICATES, [[AND] THE CLASS
B-[3][4] CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

         THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE
INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE), (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (4) IN AN OFFSHORE
TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S, IN EACH CASE, SUBJECT TO
(A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE
FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES
ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES ADMINISTRATOR
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN



<PAGE>



COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN
EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.

         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES A CERTIFICATION OR DEEMED REPRESENTATION PURSUANT TO SECTION
5.3(E) OF THE AGREEMENT.


                                     A-5-A-2

<PAGE>


<TABLE>
<CAPTION>


<S>                                                       <C>
Certificate No.1                                          Pass-Through Rate: Variable

Class B-[3][4][5]                                         Percentage Interest:   %

Date of Pooling and Servicing Agreement and               Aggregate Initial Certificate Principal Balance
Cut-off Date:                                             of this Certificate as of the Cut-off Date:
January 1, 2004                                           $___________

First Distribution Date:                                  Initial Certificate Principal Balance of this
February 25, 2004                                         Certificate as of the Cut-off Date:
                                                          $___________

Master Servicer:
Wells Fargo Bank Minnesota, National
Association                                               CUSIP: ___________

Final Distribution Date:
September 25, 2033
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2004-1

evidencing a fractional undivided interest in the distributions allocable to the
Class B-[3][4][5] Certificates with respect to a Trust Fund consisting primarily
of a pool of conventional one- to four- family fixed interest rate mortgage
loans sold by DEUTSCHE MORTGAGE SECURITIES, INC.

         This Certificate is payable solely from certain assets of the Trust
Fund as described in the Agreement (as defined below), and does not represent an
obligation of or interest in Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator referred to below or any
of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans (as defined below) are guaranteed or insured by any
governmental entity or by Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Deutsche Mortgage Securities, Inc., the Master
Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

         This certifies that ____________ is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in certain assets of a trust
(the "Trust Fund") generally consisting of conventional first lien, fixed rate
mortgage loans secured by one- to four- family residences, units in planned unit
developments and individual condominium units (collectively, the "Mortgage
Loans") sold by Deutsche Mortgage

                                     A-5-A-3

<PAGE>



Securities, Inc. ("DMSI"). The Mortgage Loans were sold by Deutsche Bank AG New
York Branch to DMSI. Wells Fargo Bank Minnesota, National Association will act
as master servicer of the Mortgage Loans (the "Master Servicer," which term
includes any successors thereto under the Agreement referred to below). The
Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as
of the Cut-off Date specified above (the "Agreement"), among DMSI, as depositor
(the "Depositor"), Wells Fargo Bank Minnesota, National Association, as Master
Servicer and securities administrator (the "Securities Administrator") and HSBC
Bank USA as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

         Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above and in the Agreement. The Securities
Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which such Distribution Date occurs (the
"Record Date"), an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed pursuant to the Agreement to the Holders of
Certificates of the same Class as this Certificate. The last scheduled
Distribution Date is the Distribution Date in September 2033.

         Distributions on this Certificate will be made by the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person in whose name the Certificate is registered at the close of business
on the related Record Date or by any other means of payment acceptable to such
Certificateholder. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Securities Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Securities Administrator
for that purpose and designated in such notice. The initial Certificate
Principal Balance of this Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent of distributions
allocable to principal hereon and any Realized Losses allocable hereto as
described in the Agreement.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, pursuant to the Agreement the Securities
Administrator shall require receipt of written certifications from the Holder of
the Certificate desiring to effect the transfer, and from such Holder's
prospective transferee, substantially in the forms attached to the Agreement as
Exhibit D and either Exhibit E, Exhibit F, or Exhibit H-1, as applicable. None
of the Depositor, the Securities Administrator or the Trustee is obligated to

                                     A-5-A-4

<PAGE>



register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of this
Certificate shall be required to indemnify the Trustee, the Securities
Administrator, the Depositor, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         No transfer of this Class B-[3][4][5] Certificate will be made unless
the Depositor, the Trustee and the Securities Administrator have received a
representation letter, in the form as described by Section 5.3(e) of the
Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that
neither the Trustee nor the Securities Administrator is liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Securities Administrator.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Agreement from time
to time by the parties thereto with the consent of the Holders of Certificates
affected thereby evidencing not less than 66-2/3% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

         The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator
upon surrender of this Certificate for registration of transfer at the offices
or agencies maintained by the Securities Administrator for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator duly executed by the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates in authorized denominations representing a like aggregate
Percentage Interest will be issued to the designated transferee.

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental

                                     A-5-A-5

<PAGE>



charge payable in connection therewith. The Depositor, the Master Servicer, the
Securities Administrator, the Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Securities
Administrator, the Trustee or any such agent shall be affected by notice to the
contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the remittance
of all funds due under the Agreement, coinciding with or following the earlier
to occur of (i) the maturity or other liquidation (or Advance with respect
thereto) of the last Group I Mortgage Loan or Group II Mortgage Loan remaining
in the Trust Fund and disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Group I Mortgage Loan or Group II Mortgage
Loan or (ii) the optional repurchase by the party named in the Agreement of all
the Group I Mortgage Loans and Group II Mortgage Loans and other assets of the
Trust Fund in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the Distribution Date on which the
aggregate Stated Principal Balance of the Group I Mortgage Loans and Group II
Mortgage Loans is less than the percentage of the aggregate Stated Principal
Balance specified in the Agreement of the Group I Mortgage Loans and Group II
Mortgage Loans at the Cut-off Date. The exercise of such right will effect the
early retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.

         Unless this Certificate has been countersigned by an authorized
signatory of the Securities Administrator by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.


                                     A-5-A-6

<PAGE>



         IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated: January 30, 2004

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Officer




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class B-[3][4][5] Certificates referred to
in the within-mentioned Agreement.

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                 Authorized Signatory




<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Securities Administrator to issue a
new Certificate of a like denomination and Class, to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:
                           ____________________________________________________
                                   Signature by or on behalf of assignor


                                               ________________________________
                                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

                  This information is provided by __________________, the
assignee named above, or ________________________, as its agent.




<PAGE>



                                  EXHIBIT A-5-B

FORM OF REGULATION S [TEMPORARY][PERMANENT] GLOBAL CLASS B-[3][4][5]
CERTIFICATE

         [THIS CERTIFICATE IS A REGULATION S TEMPORARY GLOBAL CERTIFICATE FOR
PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
LATER OF (I) THE COMMENCEMENT OF THE OFFERING OF THE OFFERED CERTIFICATES AND
(II) THE CLOSING DATE, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

         [NO BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE
SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREIN UNLESS THE
REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE
AGREEMENT (AS DEFINED HEREIN).]

         [THE HOLDER OF THIS REGULATION S PERMANENT GLOBAL CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
CERTIFICATE WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT) PRIOR TO THE DATE WHICH IS THE LATER OF
(I) 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND (II) THE DATE ON WHICH THE
REQUISITE CERTIFICATIONS ARE DUE TO AND PROVIDED TO THE TRUSTEE AND SECURITIES
ADMINISTRATOR PURSUANT TO THE AGREEMENT (AS DEFINED BELOW), EXCEPT PURSUANT TO
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP I
SENIOR CERTIFICATES, THE GROUP II SENIOR CERTIFICATES, THE CLASS M CERTIFICATES,
THE CLASS B-1 CERTIFICATES [AND][,] THE CLASS B-2 CERTIFICATES, [[AND] THE CLASS
B-[3][4] CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).




<PAGE>



         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

         THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE
INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY
INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE), (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (4) IN AN OFFSHORE
TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S, IN EACH CASE, SUBJECT TO
(A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE
FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES
ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES ADMINISTRATOR
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.

         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES A CERTIFICATION OR DEEMED REPRESENTATION PURSUANT TO SECTION
5.3(E) OF THE AGREEMENT.


                                     A-5-B-2

<PAGE>

<TABLE>
<CAPTION>


<S>                                                       <C>
Certificate No.1                                          Pass-Through Rate: Variable

Class B-[3][4][5]                                         Percentage Interest:   %

Date of Pooling and Servicing Agreement and               Aggregate Initial Certificate Principal Balance
Cut-off Date:                                             of this Certificate as of the Cut-off Date:
January 1, 2004                                           $___________

First Distribution Date:                                  Initial Certificate Principal Balance of this
February 25, 2004                                         Certificate as of the Cut-off Date:
                                                          $___________

Master Servicer:
Wells Fargo Bank Minnesota, National
Association                                               CUSIP: ___________

Final Distribution Date:
September 25, 2033
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2004-1

evidencing a fractional undivided interest in the distributions allocable to the
Class B-[3][4][5] Certificates with respect to a Trust Fund consisting primarily
of a pool of conventional one- to four- family fixed interest rate mortgage
loans sold by DEUTSCHE MORTGAGE SECURITIES, INC.

         This Certificate is payable solely from certain assets of the Trust
Fund as described in the Agreement (as defined below), and does not represent an
obligation of or interest in Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator referred to below or any
of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans (as defined below) are guaranteed or insured by any
governmental entity or by Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Deutsche Mortgage Securities, Inc., the Master
Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

         This certifies that ____________ is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in certain assets of a trust
(the "Trust Fund") generally consisting of conventional first lien, fixed rate
mortgage loans secured by one- to four- family residences, units in planned unit
developments and individual condominium units (collectively, the "Mortgage
Loans") sold by Deutsche Mortgage Securities, Inc. ("DMSI"). The Mortgage Loans
were sold by Deutsche Bank AG New York Branch

                                     A-5-B-4

<PAGE>



to DMSI. Wells Fargo Bank Minnesota, National Association will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement"), among DMSI, as depositor (the
"Depositor"), Wells Fargo Bank Minnesota, National Association, as Master
Servicer and securities administrator (the "Securities Administrator") and HSBC
Bank USA as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

         Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above and in the Agreement. The Securities
Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last day (or if such last day is not a Business Day, the
Business Day immediately preceding such last day) of the calendar month
immediately preceding the month in which such Distribution Date occurs (the
"Record Date"), an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed pursuant to the Agreement to the Holders of
Certificates of the same Class as this Certificate. The last scheduled
Distribution Date is the Distribution Date in September 2033.

         Distributions on this Certificate will be made by the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person in whose name the Certificate is registered at the close of business
on the related Record Date or by any other means of payment acceptable to such
Certificateholder. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Securities Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Securities Administrator
for that purpose and designated in such notice. The initial Certificate
Principal Balance of this Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent of distributions
allocable to principal hereon and any Realized Losses allocable hereto as
described in the Agreement.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, pursuant to the Agreement the Securities
Administrator shall require receipt of written certifications from the Holder of
the Certificate desiring to effect the transfer, and from such Holder's
prospective transferee, substantially in the forms attached to the Agreement as
Exhibit D and either Exhibit E, Exhibit F, or Exhibit H-1, as applicable. None
of the Depositor, the Securities Administrator or the Trustee is obligated to
register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or any

                                     A-5-B-5

<PAGE>



other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Securities Administrator, the
Depositor, the Seller and the Master Servicer against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.

         No transfer of this Class B-[3][4][5] Certificate will be made unless
the Depositor, the Trustee and the Securities Administrator have received a
representation letter (or deemed representation), in the form described by
Section 5.3(e) of the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that
neither the Trustee nor the Securities Administrator is liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Securities Administrator.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Agreement from time
to time by the parties thereto with the consent of the Holders of Certificates
affected thereby evidencing not less than 66-2/3% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

         The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator
upon surrender of this Certificate for registration of transfer at the offices
or agencies maintained by the Securities Administrator for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator duly executed by the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates in authorized denominations representing a like aggregate
Percentage Interest will be issued to the designated transferee.

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities

                                     A-5-B-6

<PAGE>



Administrator, the Trustee and any agent of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Securities Administrator,
the Trustee or any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the remittance
of all funds due under the Agreement, coinciding with or following the earlier
to occur of (i) the maturity or other liquidation (or Advance with respect
thereto) of the last Group I Mortgage Loan or Group II Mortgage Loan remaining
in the Trust Fund and disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Group I Mortgage Loan or Group II Mortgage
Loan or (ii) the optional repurchase by the party named in the Agreement of all
the Group I Mortgage Loans and Group II Mortgage Loans and other assets of the
Trust Fund in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the Distribution Date on which the
aggregate Stated Principal Balance of the Group I Mortgage Loans and Group II
Mortgage Loans is less than the percentage of the aggregate Stated Principal
Balance specified in the Agreement of the Group I Mortgage Loans and Group II
Mortgage Loans at the Cut-off Date. The exercise of such right will effect the
early retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.

         Unless this Certificate has been countersigned by an authorized
signatory of the Securities Administrator by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.


                                     A-5-B-7

<PAGE>



         IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated: January 30, 2004

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                   Authorized Officer




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class B-[3][4][5] Certificates referred to
in the within-mentioned Agreement.

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Signatory




<PAGE>




                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Securities Administrator to issue a
new Certificate of a like denomination and Class, to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:
                           ____________________________________________________
                                   Signature by or on behalf of assignor


                                               ________________________________
                                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

                  This information is provided by __________________, the
assignee named above, or ________________________, as its agent.




<PAGE>



                                   EXHIBIT A-6

                           FORM OF CLASS R CERTIFICATE

         THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.3(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL UNDER SECTION 5.3(E) OF THE AGREEMENT THAT
THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE TRUSTEE,
THE DEPOSITOR OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES,
OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO
TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE
OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL



<PAGE>



CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.



                                      A-6-2

<PAGE>


<TABLE>
<CAPTION>

<S>                                                       <C>
Certificate No.1                                          Pass-Through Rate:  %

Class R                                                   Percentage Interest: 100%

Date of Pooling and Servicing Agreement and               Aggregate Initial Certificate Principal Balance
Cut-off Date:                                             of this Certificate as of the Cut-off Date:
January 1, 2004                                           $

First Distribution Date:                                  Initial Certificate Principal Balance of this
February 25, 2004                                         Certificate as of the Cut-off Date: $

Master Servicer:
Wells Fargo Bank Minnesota, National
Association                                               CUSIP: ___________

Final Distribution Date:
September 25, 2033
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2004-1

evidencing a fractional undivided interest in the distributions allocable to the
Class R Certificates with respect to a Trust Fund consisting primarily of a pool
of conventional one- to four-family fixed interest rate mortgage loans sold by
DEUTSCHE MORTGAGE SECURITIES, INC.

         This Certificate is payable solely from certain assets of the Trust
Fund as described in the Agreement (as defined below), and does not represent an
obligation of or interest in Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator referred to below or any
of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans (as defined below) are guaranteed or insured by any
governmental entity or by Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Deutsche Mortgage Securities, Inc., the Master
Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

         This certifies that ____________ is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in certain assets of a trust
(the "Trust Fund") generally consisting of conventional first lien, fixed rate
mortgage loans secured by one- to four- family residences, units in planned unit
developments and individual condominium units (collectively, the "Mortgage
Loans") sold by Deutsche Mortgage Securities, Inc. ("DMSI"). The Mortgage Loans
were sold by Deutsche Bank AG New York Branch to DMSI. Wells Fargo Bank
Minnesota, National Association will act as master servicer of the Mortgage
Loans (the "Master Servicer," which term includes any successors thereto under
the

                                      A-6-3

<PAGE>



Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement"), among DMSI, as depositor (the "Depositor"), Wells Fargo Bank
Minnesota, National Association, as Master Servicer and securities administrator
(the "Securities Administrator") and HSBC Bank USA as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Securities Administrator of, among other things, an affidavit to the effect
that it is a United States Person and Permitted Transferee, (iii) any attempted
or purported transfer of any Ownership Interest in this Certificate in violation
of such restrictions will be absolutely null and void and will vest no rights in
the purported transferee, and (iv) if any person other than a United States
Person and a Permitted Transferee acquires any Ownership Interest in this
Certificate in violation of such restrictions, then the Depositor will have the
right, in its sole discretion and without notice to the Holder of this
Certificate, to sell this Certificate to a purchaser selected by the Depositor,
which purchaser may be the Depositor, or any affiliate of the Depositor, on such
terms and conditions as the Depositor may choose.

         The Securities Administrator will distribute on the 25th day of each
month, or, if such 25th day is not a Business Day, the immediately following
Business Day (each, a "Distribution Date"), commencing on the First Distribution
Date specified above, to the Person in whose name this Certificate is registered
at the close of business on the last Business Day of the calendar month
immediately preceding the month in which such Distribution Date occurs (the
"Record Date"), an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amounts required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The last
scheduled Distribution Date is the Distribution Date in September 2033.

         Distributions on this Certificate will be made by the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person in whose name the Certificate is registered at the close of business
on the related Record Date or by any other means of payment acceptable to such
Certificateholder. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Securities Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Securities Administrator
for that purpose and designated in such notice.

         No transfer of this Class R Certificate will be made unless the
Depositor, the Trustee and the Securities Administrator have received either (i)
an opinion of counsel under Section 5.3(e) of the Agreement stating, among other
things, that the transferee's acquisition of a Class R Certificate is
permissible under applicable law, is permissible under applicable law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of
the Employee Retirement Income Security

                                      A-6-4

<PAGE>



Act of 1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code
(the "Code") and will not subject the Depositor, the Trustee, the Securities
Administrator or the Master Servicer to any obligation or liability in addition
to those undertaken in the Agreement or (ii) a representation letter, in the
form as described by the Agreement, stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan.

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that
neither the Securities Administrator nor the Trustee is liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Securities Administrator.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Agreement from time
to time by the parties thereto with the consent of the Holders of Certificates
affected thereby evidencing not less than 66-2/3% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

         The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator
upon surrender of this Certificate for registration of transfer at the offices
or agencies maintained by the Securities Administrator for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator duly executed by the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates in authorized denominations representing a like aggregate
Percentage Interest will be issued to the designated transferee.

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Securities Administrator may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Depositor, the Master Servicer, the Securities
Administrator, the Trustee and any agent of any of them may treat the Person in
whose

                                      A-6-5

<PAGE>



name this Certificate is registered as the owner hereof for all purposes, and
none of Depositor, the Master Servicer, the Securities Administrator, the
Trustee or any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the remittance
of all funds due under the Agreement, coinciding with or following the earlier
to occur of (i) the maturity or other liquidation (or Advance with respect
thereto) of the last Group I Mortgage Loan or Group II Mortgage Loan remaining
in the Trust Fund and disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Group I Mortgage Loan or Group II Mortgage
Loan or (ii) the optional repurchase by the party named in the Agreement of all
the Group I Mortgage Loans and Group II Mortgage Loans and other assets of the
Trust Fund in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the Distribution Date on which the
aggregate Stated Principal Balance of the Group I Mortgage Loans and Group II
Mortgage Loans is less than the percentage of the aggregate Stated Principal
Balance specified in the Agreement of the Group I Mortgage Loans and Group II
Mortgage Loans at the Cut-off Date. The exercise of such right will effect the
early retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.

         Unless this Certificate has been countersigned by an authorized
signatory of the Securities Administrator by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.


                                      A-6-6

<PAGE>



         IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated: January 30, 2004

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Officer




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class R Certificates referred to in the
within-mentioned Agreement.

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Signatory




<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Securities Administrator to issue a
new Certificate of a like denomination and Class, to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:
                           ____________________________________________________
                                   Signature by or on behalf of assignor


                                               ________________________________
                                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

                  This information is provided by __________________, the
assignee named above, or ________________________, as its agent.




<PAGE>



                                   EXHIBIT A-7

               FORM OF CLASS III-A-[1][2][3][4][5][6] CERTIFICATE

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE").

                  THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND CERTAIN
LOSSES ALLOCABLE HERETO, AS DESCRIBED IN THE AGREEMENT REFERRED
TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
MAY BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


<PAGE>


<TABLE>
<CAPTION>

<S>                                                       <C>
Certificate No.1                                          Pass-Through Rate:       %

Class III-A-[1][2][3][4][5][6]                            Percentage Interest: _____

Date of Pooling and Servicing Agreement and               Aggregate Initial Certificate Principal Balance
Cut-Off Date:                                             of this Class as of the Cut-Off Date:
January 1, 2004                                           $

First Distribution Date:                                  Initial Certificate Principal Balance of this
February 25, [2004][2007]                                 Certificate as of the Cut-Off Date:
                                                          $____________

Master Servicer:
Wells Fargo Bank Minnesota, National
Association                                               CUSIP: ___________

Final Distribution Date:
December 25, 2033
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2004-1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class III-A-[1][2][3][4][5][6] Certificates with
         respect to a Trust Fund consisting primarily of a pool of conventional
         one- to four-family fixed interest rate mortgage loans sold by DEUTSCHE
         MORTGAGE SECURITIES, INC.

                  This Certificate is payable solely from certain assets of the
Trust Fund as described in the Agreement (as defined below), and does not
represent an obligation of or interest in Deutsche Mortgage Securities, Inc.,
the Master Servicer, the Trustee or the Securities Administrator referred to
below or any of their affiliates or any other person. Neither this Certificate
nor the underlying Mortgage Loans (as defined below) are guaranteed or insured
by any governmental entity or by Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Deutsche Mortgage Securities, Inc., the Master
Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in certain assets of a trust
(the "Trust Fund") generally consisting of conventional first lien, fixed rate
mortgage loans secured by one- to four- family residences, units in planned unit
developments and individual condominium units (collectively, the "Mortgage
Loans") sold by Deutsche Mortgage Securities, Inc. ("DMSI"). The Mortgage Loans
were sold by Deutsche Bank AG

                                      A-6-3

<PAGE>



New York Branch to DMSI. Wells Fargo Bank Minnesota, National Association will
act as master servicer of the Mortgage Loans (the "Master Servicer," which term
includes any successors thereto under the Agreement referred to below). The
Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as
of the Cut-off Date specified above (the "Agreement"), among DMSI, as depositor
(the "Depositor"), Wells Fargo Bank Minnesota, National Association, as Master
Servicer and securities administrator (the "Securities Administrator") and HSBC
Bank USA as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

                  [[Class III-A-1 Certificates:] Interest on this Certificate
will accrue during (a) as to the Distribution Date in February 2004, the period
commencing on the Closing Date and ending on the day preceding the Distribution
Date, and (b) as to any Distribution Date after the Distribution Date in
February 2004, the period commencing on the Distribution Date in the month
immediately preceding the month in which that Distribution Date occurs and
ending on the day preceding that Distribution Date, on the Certificate Principal
Balance hereof at a per annum rate equal to the Pass- Through Rate set forth
above. The Securities Administrator will distribute on the 25th day of each
month, or, if such 25th day is not a Business Day, the immediately following
Business Day (each, a "Distribution Date"), commencing on the First Distribution
Date specified above, to the Person in whose name this Certificate is registered
at the close of business on the Business Day immediately preceding such
Distribution Date (the "Record Date"), an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to the Holders of Certificates
of the same Class as this Certificate. The last scheduled Distribution Date is
the Distribution Date in December 2033.]

                  [Interest on this Certificate will accrue during the month
prior to the month in which a Distribution Date (as hereinafter defined) occurs
on the Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. The Securities Administrator will distribute
on the 25th day of each month, or, if such 25th day is not a Business Day, the
immediately following Business Day (each, a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the calendar month immediately preceding the month of such Distribution Date
(the "Record Date"), an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to the Holders of Certificates of the same Class as
this Certificate. The last scheduled Distribution Date is the Distribution Date
in December 2033.]

                  Distributions on this Certificate will be made by the
Securities Administrator by wire transfer in immediately available funds to the
account of the Person in whose name the Certificate is registered at the close
of business on the related Record Date or by any other means of payment
acceptable to such Certificateholder. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Securities Administrator for that purpose and designated in such notice. The
initial

                                      A-6-4

<PAGE>



Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any losses allocable hereto as
described in the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder, and
that neither the Depositor, the Trustee, the Master Servicer nor the Securities
Administrator is liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Securities Administrator.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of Certificates affected thereby evidencing not less than 66-2/3% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Securities Administrator upon surrender of this Certificate for
registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Securities Administrator duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.

                  The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
this Certificate is exchangeable for one or more new Certificates evidencing the
same Class and in the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

                  No service charge will be made to the Certificateholders for
any such registration of transfer, but the Securities Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. The Depositor, the Master Servicer,

                                      A-6-5

<PAGE>



the Securities Administrator, the Trustee and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of Depositor, the Master Servicer, the Securities
Administrator, the Trustee or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligations to make payments to
Certificateholders with respect to the termination of the Agreement) shall
terminate upon the remittance of all funds due under the Agreement, coinciding
with or following the earlier to occur of (i) the maturity or other liquidation
(or Advance with respect thereto) of the last Group III Mortgage Loan remaining
in the Trust Fund and disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Group III Mortgage Loan or (ii) the optional
repurchase by the party named in the Agreement of all the Group III Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate Scheduled Principal Balance of the
Group III Mortgage Loans is less than the percentage of the aggregate Scheduled
Principal Balance specified in the Agreement of the Group III Mortgage Loans at
the Cut-Off Date. The exercise of such right will effect the early retirement of
the Certificates. In no event, however, will the Trust Fund created by the
Agreement continue beyond the expiration of 21 years after the death of certain
persons identified in the Agreement.

                  Unless this Certificate has been countersigned by an
authorized signatory of the Securities Administrator by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement, or be
valid for any purpose.


                                      A-6-6

<PAGE>



                  IN WITNESS WHEREOF, the Securities Administrator has caused
this Certificate to be duly executed.

Dated: January 30, 2004

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                   Authorized Officer




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class III-A-[1][2][3][4][5][6] Certificates
referred to in the within-mentioned Agreement.


                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Signatory





<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Securities Administrator to issue a
new Certificate of a like denomination and Class, to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:
                           ____________________________________________________
                                   Signature by or on behalf of assignor


                                               ________________________________
                                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

                  This information is provided by __________________, the
assignee named above, or ________________________, as its agent.



<PAGE>



                                   EXHIBIT A-8

                       FORM OF CLASS III-A-IO CERTIFICATE

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE").

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



<PAGE>


<TABLE>
<CAPTION>

<S>                                                       <C>
Certificate No.1                                          Pass-Through Rate:    %

Class III-A-IO                                            Percentage Interest: _____

Date of Pooling and Servicing Agreement and               Aggregate Initial Notional Amount of this
Cut-Off Date:                                             Class as of the Cut-Off Date:
January 1, 2004                                           $___________

First Distribution Date:                                  Initial Notional Amount of this Certificate as
February 25, 2004                                         of the Cut-Off Date:
                                                          $___________

Master Servicer:
Wells Fargo Bank Minnesota, National
Association

Final Distribution Date:
January 25, 2006                                          CUSIP: ___________
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2004-1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class A-IO Certificates with respect to a Trust Fund
         consisting primarily of a pool of conventional one- to four-family
         fixed interest rate mortgage loans sold by DEUTSCHE MORTGAGE
         SECURITIES, INC.

                  This Certificate is payable solely from certain assets of the
Trust Fund as described in the Agreement (as defined below), and does not
represent an obligation of or interest in Deutsche Mortgage Securities, Inc.,
the Master Servicer, the Trustee or the Securities Administrator referred to
below or any of their affiliates or any other person. Neither this Certificate
nor the underlying Mortgage Loans (as defined below) are guaranteed or insured
by any governmental entity or by Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Deutsche Mortgage Securities, Inc., the Master
Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in certain assets of a trust
(the "Trust Fund") generally consisting of conventional first lien, fixed rate
mortgage loans secured by one- to four- family residences, units in planned unit
developments and individual condominium units (collectively, the "Mortgage
Loans") sold by Deutsche Mortgage Securities, Inc. ("DMSI"). The Mortgage Loans
were sold by Deutsche Bank AG

                                      A-2-2

<PAGE>



New York Branch to DMSI. Wells Fargo Bank Minnesota, National Association will
act as master servicer of the Mortgage Loans (the "Master Servicer," which term
includes any successors thereto under the Agreement referred to below). The
Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as
of the Cut-off Date specified above (the "Agreement"), among DMSI, as depositor
(the "Depositor"), Wells Fargo Bank Minnesota, National Association, as Master
Servicer and securities administrator (the "Securities Administrator") and HSBC
Bank USA as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

                  Interest on this Certificate will accrue during the month
prior to the month in which a Distribution Date (as hereinafter defined) occurs
on the Class III-A-IO Notional Amount hereof at a per annum rate equal to the
Pass-Through Rate set forth above. The Securities Administrator will distribute
on the 25th day of each month, or, if such 25th day is not a Business Day, the
immediately following Business Day (each, a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the calendar month preceding the month of such Distribution Date (the "Record
Date"), an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount of interest required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The last
scheduled Distribution Date is the Distribution Date in January 25, 2006.

                  Distributions on this Certificate will be made by the
Securities Administrator by wire transfer in immediately available funds to the
account of the Person in whose name the Certificate is registered at the close
of business on the related Record Date or by any other means of payment
acceptable to such Certificateholder. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Securities Administrator for that purpose and designated in such notice. The
Class III-A-IO Certificates have no Certificate Principal Balance. The initial
Notional Balance of this Certificate is set forth above.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder, and
that neither the Depositor, the Securities Administrator, the Master Servicer
nor the Trustee is liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.


                                      A-2-3

<PAGE>



                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Securities Administrator.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of Certificates affected thereby evidencing not less than 66-2/3% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Securities Administrator upon surrender of this Certificate for
registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Securities Administrator duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.

                  The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
this Certificate is exchangeable for one or more new Certificates evidencing the
same Class and in the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

                  No service charge will be made to the Certificateholders for
any such registration of transfer, but the Securities Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. The Depositor, the Master Servicer, the
Securities Administrator, the Trustee and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of Depositor, the Master Servicer, the Securities
Administrator, the Trustee or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligations to make payments to
Certificateholders with respect to the termination of the Agreement) shall
terminate upon the remittance of all funds due under the Agreement, coinciding
with or following the earlier to occur of (i) the maturity or other liquidation
(or Advance with respect thereto) of the last Group III Mortgage Loan remaining
in the Trust Fund and disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Group III Mortgage Loan or (ii) the optional
repurchase by the party named in the Agreement of all the Group III Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate

                                      A-2-4

<PAGE>



Scheduled Principal Balance of the Group III Mortgage Loans is less than the
percentage of the aggregate Scheduled Principal Balance specified in the
Agreement of the Group III Mortgage Loans at the Cut-Off Date. The exercise of
such right will effect the early retirement of the Certificates. In no event,
however, will the Trust Fund created by the Agreement continue beyond the
expiration of 21 years after the death of certain persons identified in the
Agreement.

                  Unless this Certificate has been countersigned by an
authorized signatory of the Securities Administrator by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement, or be
valid for any purpose.


                                      A-2-5

<PAGE>



                  IN WITNESS WHEREOF, the Securities Administrator has caused
this Certificate to be duly executed.

Dated: January 30, 2004

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                   Authorized Officer




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class III-A-IO Certificates referred to in
the within-mentioned Agreement.

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                 Authorized Signatory




<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Securities Administrator to issue a
new Certificate of a like denomination and Class, to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:
                           ____________________________________________________
                                   Signature by or on behalf of assignor


                                               ________________________________
                                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

                  This information is provided by __________________, the
assignee named above, or ________________________, as its agent.




<PAGE>



                                   EXHIBIT A-9

                    FORM OF CLASS III-M-[1][2][3] CERTIFICATE

                  THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE CLASS III-A CERTIFICATES [AND][,][ THE CLASS III-M-1 CERTIFICATES,
[AND] THE CLASS III-M-2 CERTIFICATES], AS DESCRIBED IN THE AGREEMENT
(AS DEFINED HEREIN).

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE
"CODE").

                  THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND CERTAIN
LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT REFERRED
TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO
MAKE THE REPRESENTATIONS SET FORTH IN SECTION 5.3(E) OF THE
AGREEMENT REFERRED TO HEREIN.





<PAGE>

<TABLE>
<CAPTION>


<S>                                                       <C>
Certificate No.1                                          Pass-Through Rate:   %

Class III-M-[1][2][3]                                     Percentage Interest: _____

Date of Pooling and Servicing Agreement and               Aggregate Initial Certificate Principal Balance
Cut-Off Date:                                             of this Class as of the Cut-Off Date:
January 1, 2004                                           $___________

First Distribution Date:                                  Initial Certificate Principal Balance of this
February 25, 2004                                         Certificate as of the Cut-Off Date:
                                                          $___________

Master Servicer:
Wells Fargo Bank Minnesota, National
Association                                               CUSIP: ___________

Final Distribution Date:
December 25, 2033
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2004-1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class III-M-[1][2][3] Certificates with respect to a
         Trust Fund consisting primarily of a pool of conventional one- to
         four-family fixed interest rate mortgage loans sold by DEUTSCHE
         MORTGAGE SECURITIES, INC.

                  This Certificate is payable solely from certain assets of the
Trust Fund as described in the Agreement (as defined below), and does not
represent an obligation of or interest in Deutsche Mortgage Securities, Inc.,
the Master Servicer, the Trustee or the Securities Administrator referred to
below or any of their affiliates or any other person. Neither this Certificate
nor the underlying Mortgage Loans (as defined below) are guaranteed or insured
by any governmental entity or by Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Deutsche Mortgage Securities, Inc., the Master
Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in certain assets of a trust
(the "Trust Fund") generally consisting of conventional first lien, fixed rate
mortgage loans secured by one- to four- family residences, units in planned unit
developments and individual condominium units (collectively, the "Mortgage
Loans") sold by Deutsche Mortgage Securities, Inc. ("DMSI"). The Mortgage Loans
were sold by Deutsche Bank AG New York Branch to DMSI. Wells Fargo Bank
Minnesota, National Association will act as master

                                      A-3-2

<PAGE>



servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement"), among DMSI, as depositor (the
"Depositor"), Wells Fargo Bank Minnesota, National Association, as Master
Servicer and securities administrator (the "Securities Administrator") and HSBC
Bank USA as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

                  Interest on this Certificate will accrue during the month
prior to the month in which a Distribution Date (as hereinafter defined) occurs
on the Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. The Securities Administrator will distribute
on the 25th day of each month, or, if such 25th day is not a Business Day, the
immediately following Business Day (each, a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the calendar month preceding the month of such Distribution Date (the "Record
Date"), an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount (of interest and principal, if any) required to
be distributed to the Holders of Certificates of the same Class as this
Certificate. The last scheduled Distribution Date is the Distribution Date in
December 2033.

                  Distributions on this Certificate will be made by the
Securities Administrator by wire transfer in immediately available funds to the
account of the Person in whose name the Certificate is registered at the close
of business on the related Record Date or by any other means of payment
acceptable to such Certificateholder. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Securities
Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Securities Administrator for that purpose and designated in such notice. The
initial Certificate Principal Balance of this Certificate is set forth above.
The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto as described in the Agreement.

                  Any transferee of this certificate shall be deemed to make the
representations set forth in section 5.3(e) of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
neither the Depositor, the Trustee, the Master Servicer nor the Securities
Administrator is liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.


                                      A-3-3

<PAGE>



                  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Securities Administrator.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Agreement from time to time by the parties thereto with the consent of the
Holders of Certificates affected thereby evidencing not less than 66-2/3% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
with the Securities Administrator upon surrender of this Certificate for
registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Securities Administrator duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.

                  The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
this Certificate is exchangeable for one or more new Certificates evidencing the
same Class and in the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

                  No service charge will be made to the Certificateholders for
any such registration of transfer, but the Securities Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. The Depositor, the Master Servicer, the
Trustee, the Securities Administrator and any agent of any of them may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the
Securities Administrator or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligations to make payments to
Certificateholders with respect to the termination of the Agreement) shall
terminate upon the remittance of all funds due under the Agreement, coinciding
with or following the earlier to occur of (i) the maturity or other liquidation
(or Advance with respect thereto) of the last Group III Mortgage Loan remaining
in the Trust Fund and disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Group III Mortgage Loan or (ii) the optional
repurchase by the party named in the Agreement of all the Group III Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate Scheduled Principal Balance of the
Group III Mortgage Loans is less than the percentage of the

                                      A-3-4

<PAGE>



aggregate Scheduled Principal Balance specified in the Agreement of the Group
III Mortgage Loans at the Cut-Off Date. The exercise of such right will effect
the early retirement of the Certificates. In no event, however, will the Trust
Fund created by the Agreement continue beyond the expiration of 21 years after
the death of certain persons identified in the Agreement.

                  Unless this Certificate has been countersigned by an
authorized signatory of the Securities Administrator by manual signature, this
Certificate shall not be entitled to any benefit under the Agreement, or be
valid for any purpose.


                                      A-3-5

<PAGE>



                  IN WITNESS WHEREOF, the Securities Administrator has caused
this Certificate to be duly executed.

Dated: January 30, 2004

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                   Authorized Officer




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class III-M-[1][2][3] Certificates referred
to in the within-mentioned Agreement.

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Signatory




<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Securities Administrator to issue a
new Certificate of a like denomination and Class, to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:
                           ____________________________________________________
                                   Signature by or on behalf of assignor


                                               ________________________________
                                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

                  This information is provided by __________________, the
assignee named above, or ________________________, as its agent.



<PAGE>



                                  EXHIBIT A-10

                        FORM OF CLASS III-CE CERTIFICATE

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS III-A
CERTIFICATES AND THE CLASS III-M CERTIFICATES, AS DESCRIBED IN THE AGREEMENT (AS
DEFINED HEREIN).

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

         DISTRIBUTIONS ON THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN AS THE DENOMINATION OF THIS CERTIFICATE.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.3 OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.3(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL UNDER SECTION 5.3(E) OF THE AGREEMENT THAT
THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER
SERVICER, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, ANY SERVICER OR THE TRUST
FUND TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.





<PAGE>


<TABLE>
<CAPTION>

<S>                                                       <C>
Certificate No.1

Class III-CE                                              Percentage Interest: _____

Date of Pooling and Servicing Agreement and               Aggregate Initial Certificate Principal Balance
Cut-Off Date:                                             of this Class as of the Cut-Off Date:
January 1, 2004                                           $_________

First Distribution Date:                                  Initial Certificate Principal Balance of this
February 25, 2004                                         Certificate as of the Cut-Off Date:
                                                          $__________

Master Servicer:
Wells Fargo Bank Minnesota, National
Association                                               CUSIP:

Final Distribution Date:
December 25, 2033
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2004-1

evidencing a fractional undivided interest in the distributions allocable to the
Class CE Certificates with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate mortgage loans sold
by DEUTSCHE MORTGAGE SECURITIES, INC.

         This Certificate is payable solely from certain assets of the Trust
Fund as described in the Agreement (as defined below), and does not represent an
obligation of or interest in Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator referred to below or any
of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans (as defined below) are guaranteed or insured by any
governmental entity or by Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Deutsche Mortgage Securities, Inc., the Master
Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

         This certifies that [___________] is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in certain assets of a trust
(the "Trust Fund") generally consisting of conventional first lien, fixed rate
mortgage loans secured by one- to four- family residences, units in planned unit
developments and individual condominium units (collectively, the "Mortgage
Loans") sold by Deutsche Mortgage Securities, Inc. ("DMSI"). The Mortgage Loans
were sold by Deutsche Bank AG New York Branch to DMSI. Wells Fargo Bank
Minnesota, National Association will act as master servicer of the Mortgage
Loans (the "Master Servicer," which term includes any successors thereto under
the

                                      A-4-2

<PAGE>



Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement"), among DMSI, as depositor (the "Depositor"), Wells Fargo Bank
Minnesota, National Association, as Master Servicer and securities administrator
(the "Securities Administrator") and HSBC Bank USA as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

         Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Certificate Principal Balance hereof at a per annum rate equal to the
Pass-Through Rate set forth above. The Securities Administrator will distribute
on the 25th day of each month, or, if such 25th day is not a Business Day, the
immediately following Business Day (each, a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the calendar month preceding the month of such Distribution Date (the "Record
Date"), an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount (of interest and principal, if any) required to
be distributed to the Holders of Certificates of the same Class as this
Certificate. The last scheduled Distribution Date is the Distribution Date in
December 2033.

         Distributions on this Certificate will be made by the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person in whose name the Certificate is registered at the close of business
on the related Record Date or by any other means of payment acceptable to such
Certificateholder. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Securities Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Securities Administrator
for that purpose and designated in such notice. The initial Certificate
Principal Balance of this Certificate is set forth above. The Certificate
Principal Balance hereof will be reduced to the extent of distributions
allocable to principal hereon and certain losses allocable hereto as described
in the Agreement.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Securities Administrator shall require
receipt of (i) if such transfer is purportedly being made in reliance upon Rule
144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit D
and either Exhibit E or Exhibit F, as applicable, and (ii) in all other cases,
an Opinion of Counsel reasonably satisfactory to the Trustee, the Depositor and
the Securities Administrator that such transfer may be made without such
registration or qualification (which Opinion of Counsel shall not be an expense
of the Trust Fund or of the Depositor, the Trustee, the Securities
Administrator, the Master Servicer, any Servicer or the Trust Fund in their
respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer

                                      A-4-3

<PAGE>



and/or such Holder's prospective transferee upon which such Opinion of Counsel
is based. None of the Depositor, the Securities Administrator or the Trustee is
obligated to register or qualify the Class of Certificates specified on the face
hereof under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Securities Administrator, the Depositor, the Seller and the Master
Servicer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

         No transfer of this Class III-CE Certificate will be made unless the
Depositor, the Trustee and the Securities Administrator have received either (i)
an opinion of counsel under Section 5.3(e) of the Agreement stating, among other
things, that the transferee's acquisition of a Class III-CE Certificate is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or Section 4975 of the Internal
Revenue Code (the "Code") and will not subject the Depositor, the Trustee, the
Securities Administrator, the Master Servicer, any Servicer or the Trust Fund to
any obligation or liability in addition to those undertaken in the Agreement or
(ii) a representation letter, in the form as described by the Agreement, stating
that the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan.

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that
neither the Trustee nor the Securities Administrator is liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Securities Administrator.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Agreement from time
to time by the parties thereto with the consent of the Holders of Certificates
affected thereby evidencing not less than 66-2/3% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.


                                      A-4-4

<PAGE>



         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated transferee.

         The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Securities Administrator may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Depositor, the Master Servicer, the Trustee, the
Securities Administrator and any agent of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Trustee, the Securities
Administrator or any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the remittance
of all funds due under the Agreement, coinciding with or following the earlier
to occur of (i) the maturity or other liquidation (or Advance with respect
thereto) of the last Group III Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Group III Mortgage Loan or (ii) the optional repurchase by
the party named in the Agreement of all the Group III Mortgage Loans and other
assets of the Trust Fund in accordance with the terms of the Agreement. Such
optional repurchase may be made only on or after the Distribution Date on which
the aggregate Scheduled Principal Balance of the Group III Mortgage Loans is
less than the percentage of the aggregate Scheduled Principal Balance specified
in the Agreement of the Group III Mortgage Loans at the Cut- Off Date. The
exercise of such right will effect the early retirement of the Certificates. In
no event, however, will the Trust Fund created by the Agreement continue beyond
the expiration of 21 years after the death of certain persons identified in the
Agreement.

         Unless this Certificate has been countersigned by an authorized
signatory of the Securities Administrator by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.


                                      A-4-5

<PAGE>



         IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated: January 30, 2004

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Officer




                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

                  This is one of the Class III-CE Certificates referred to in
the within-mentioned Agreement.

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Signatory



<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Securities Administrator to issue a
new Certificate of a like denomination and Class, to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:
                           ____________________________________________________
                                   Signature by or on behalf of assignor


                                               ________________________________
                                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

                  This information is provided by __________________, the
assignee named above, or ________________________, as its agent.




<PAGE>



                                  EXHIBIT A-11

                         FORM OF CLASS III-P CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.3 OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.




<PAGE>


<TABLE>
<CAPTION>


<S>                                                       <C>
Certificate No.1

Class III-P                                               Percentage Interest: _____

Date of Pooling and Servicing Agreement and               Aggregate Initial Certificate Principal Balance
Cut-Off Date:                                             of this Class as of the Cut-Off Date:
January 1, 2004                                           $100.00

First Distribution Date:                                  Initial Certificate Principal Balance of this
February 25, 2004                                         Certificate as of the Cut-Off Date:
                                                          $100.00

Master Servicer:
Wells Fargo Bank Minnesota, National
Association                                               CUSIP:

Final Distribution Date:
December 25, 2033
</TABLE>


                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2004-1

         evidencing a fractional undivided interest in the distributions
         allocable to the Class P Certificates with respect to a Trust Fund
         consisting primarily of a pool of conventional one- to four-family
         fixed interest rate mortgage loans sold by DEUTSCHE MORTGAGE
         SECURITIES, INC.

         This Certificate is payable solely from certain assets of the Trust
Fund as described in the Agreement (as defined below), and does not represent an
obligation of or interest in Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator referred to below or any
of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans (as defined below) are guaranteed or insured by any
governmental entity or by Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Deutsche Mortgage Securities, Inc., the Master
Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

         This certifies that [___________] is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in certain assets of a trust
(the "Trust Fund") generally consisting of conventional first lien, fixed rate
mortgage loans secured by one- to four- family residences, units in planned unit
developments and individual condominium units (collectively, the "Mortgage
Loans") sold by Deutsche Mortgage Securities, Inc. ("DMSI"). The Mortgage Loans
were sold by Deutsche Bank AG New York Branch to DMSI. Wells Fargo Bank
Minnesota, National Association will act as master servicer of the

                                      A-5-2

<PAGE>



Mortgage Loans (the "Master Servicer," which term includes any successors
thereto under the Agreement referred to below). The Trust Fund was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), among DMSI, as depositor (the "Depositor"),
Wells Fargo Bank Minnesota, National Association, as Master Servicer and
securities administrator (the "Securities Administrator") and HSBC Bank USA as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following such 25th day (a "Distribution Date"),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the last Business Day of the
calendar month immediately preceding the month in which the related Distribution
Date occurs (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class P Certificates on such Distribution Date
pursuant to the Agreement.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than the distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         Distributions on this Certificate will be made by the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person in whose name the Certificate is registered at the close of business
on the related Record Date or by any other means of payment acceptable to such
Certificateholder. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Securities Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Securities Administrator
for that purpose and designated in such notice. The initial Certificate
Principal Balance of this Certificate is set forth above.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Securities Administrator shall require
receipt of (i) if such transfer is purportedly being made in reliance upon Rule
144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit D
and either Exhibit E or Exhibit F, as applicable, and (ii) in all other cases,
an Opinion of Counsel reasonably satisfactory to the Trustee, the Depositor and
the Securities Administrator that such transfer may be made without such
registration or qualification (which Opinion of Counsel shall

                                      A-5-3

<PAGE>



not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Securities Administrator, the Master Servicer, any Servicer or the Trust Fund in
their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Securities Administrator or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Securities Administrator, the Depositor, the Seller and the Master
Servicer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

         No transfer of this Class P Certificate will be made unless the
Depositor, the Trustee and the Securities Administrator have received either (i)
an opinion of counsel under Section 5.3(e) of the Agreement stating, among other
things, that the transferee's acquisition of a Class P Certificate is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or Section 4975 of the Internal
Revenue Code (the "Code") and will not subject the Depositor, the Trustee, the
Securities Administrator, the Master Servicer any Servicer or the Trust Fund to
any obligation or liability in addition to those undertaken in the Agreement or
(ii) a representation letter, in the form as described by the Agreement, stating
that the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan.

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that
neither the Trustee nor the Securities Administrator is liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Securities Administrator.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Agreement from time
to time by the parties thereto with the consent of the Holders of Certificates
affected thereby evidencing not less than 66-2/3% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The

                                     A-5-4

<PAGE>



Agreement also permits the amendment thereof, in certain limited circumstances,
without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated transferee.

         The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Securities Administrator, the
Trustee and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Securities Administrator, the Trustee or any
such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the remittance
of all funds due under the Agreement, coinciding with or following the earlier
to occur of (i) the maturity or other liquidation (or Advance with respect
thereto) of the last Group III Mortgage Loan remaining in the Trust Fund and
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Group III Mortgage Loan or (ii) the optional repurchase by
the party named in the Agreement of all the Group III Mortgage Loans and other
assets of the Trust Fund in accordance with the terms of the Agreement. Such
optional repurchase may be made only on or after the Distribution Date on which
the aggregate Scheduled Principal Balance of the Group III Mortgage Loans is
less than the percentage of the aggregate Scheduled Principal Balance specified
in the Agreement of the Group III Mortgage Loans at the Cut- Off Date. The
exercise of such right will effect the early retirement of the Certificates. In
no event, however, will the Trust Fund created by the Agreement continue beyond
the expiration of 21 years after the death of certain persons identified in the
Agreement.

         Unless this Certificate has been countersigned by an authorized
signatory of the Securities Administrator by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.



                                      A-5-5

<PAGE>



         IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated: January 30, 2004


                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Signatory




                                           CERTIFICATE OF AUTHENTICATION

         This is one of the Class III-P Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Signatory


                            A-5-6

<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Securities Administrator to issue a
new Certificate of a like denomination and Class, to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:
                           ____________________________________________________
                                   Signature by or on behalf of assignor


                                               ________________________________
                                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

                  This information is provided by __________________, the
assignee named above, or ________________________, as its agent.



<PAGE>



                                  EXHIBIT A-12

                         FORM OF CLASS III-R CERTIFICATE

                  THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED
BELOW).

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").

                  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.3 OF
THE AGREEMENT REFERRED TO HEREIN.

                  NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON,
UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO
SECTION 5.3(E) OF THE AGREEMENT OR AN OPINION OF COUNSEL UNDER
SECTION 5.3(E) OF THE AGREEMENT THAT THE PURCHASE OF THIS CERTIFICATE
IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER
SERVICER, THE TRUSTEE, THE DEPOSITOR, THE SECURITIES ADMINISTRATOR,
ANY SERVICER OR THE TRUST FUND TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

                  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT
TO THE SECURITIES ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT (1)
THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL
SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY
CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (4) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN
THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION
OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE

                                      A-6-1

<PAGE>



OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH AND THE PROVISIONS OF SECTION 5.3(E) OF THE AGREEMENT
REFERRED TO HEREIN.  ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
CERTIFICATE.

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.3 OF THE AGREEMENT.





                                      A-6-2

<PAGE>




<TABLE>
<CAPTION>

<S>                                                       <C>
Certificate No.1

Class III-R                                               Percentage Interest: 100%

Date of Pooling and Servicing Agreement and               Aggregate Initial Certificate Principal Balance
Cut-Off Date:                                             of this Class as of the Cut-Off Date:
January 1, 2004                                           $____

First Distribution Date:                                  Initial Certificate Principal Balance of this
December 26, 2003                                         Certificate as of the Cut-Off Date: $____

Master Servicer:
Wells Fargo Bank Minnesota, National
Association                                               CUSIP:

Final Distribution Date:
December 25, 2033

</TABLE>

                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2004-1

          evidencing a fractional undivided interest in the distributions
          allocable to the Class III-R Certificates with respect to a Trust Fund
          consisting primarily of a pool of conventional one- to four-family
          fixed interest rate mortgage loans sold by DEUTSCHE MORTGAGE
          SECURITIES, INC.

         This Certificate is payable solely from certain assets of the Trust
Fund as described in the Agreement (as defined below), and does not represent an
obligation of or interest in Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator referred to below or any
of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans (as defined below) are guaranteed or insured by any
governmental entity or by Deutsche Mortgage Securities, Inc., the Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Deutsche Mortgage Securities, Inc., the Master
Servicer or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.

         This certifies that Deutsche Bank Securities Inc. is the registered
owner of the Percentage Interest evidenced hereby in the beneficial ownership
interest of Certificates of the same Class as this Certificate in certain assets
of a trust (the "Trust Fund") generally consisting of conventional first lien,
fixed rate mortgage loans secured by one- to four- family residences, units in
planned unit developments and individual condominium units (collectively, the
"Mortgage Loans") sold by Deutsche Mortgage Securities, Inc. ("DMSI"). The
Mortgage Loans were sold by Deutsche Bank AG New York Branch to DMSI. Wells
Fargo Bank Minnesota, National Association will act as master servicer of the
Mortgage Loans (the "Master Servicer," which term includes any successors
thereto

                                     A-6-3

<PAGE>



under the Agreement referred to below). The Trust Fund was created pursuant to
the Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the "Agreement"), among DMSI, as depositor (the "Depositor"), Wells Fargo Bank
Minnesota, National Association, as Master Servicer and securities administrator
(the "Securities Administrator") and HSBC Bank USA as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Securities Administrator of, among other things, an affidavit to the effect
that it is a United States Person and Permitted Transferee, (iii) any attempted
or purported transfer of any Ownership Interest in this Certificate in violation
of such restrictions will be absolutely null and void and will vest no rights in
the purported transferee, and (iv) if any person other than a United States
Person and a Permitted Transferee acquires any Ownership Interest in this
Certificate in violation of such restrictions, then the Depositor will have the
right, in its sole discretion and without notice to the Holder of this
Certificate, to sell this Certificate to a purchaser selected by the Depositor,
which purchaser may be the Depositor, or any affiliate of the Depositor, on such
terms and conditions as the Depositor may choose.

         The Securities Administrator will distribute on the 25th day of each
month, or, if such 25th day is not a Business Day, the immediately following
Business Day (each, a "Distribution Date"), commencing on the First Distribution
Date specified above, to the Person in whose name this Certificate is registered
at the close of business on the last Business Day of the calendar month
immediately preceding the month in which such Distribution Date occurs (the
"Record Date"), an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amounts required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The last
scheduled Distribution Date is the Distribution Date in December 2033.

         Distributions on this Certificate will be made by the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person in whose name the Certificate is registered at the close of business
on the related Record Date or by any other means of payment acceptable to such
Certificateholder. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Securities Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Securities Administrator
for that purpose and designated in such notice.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Securities Administrator shall require
receipt of (i) if such transfer is purportedly being made in reliance upon Rule
144A under the

                                     A-6-4

<PAGE>



1933 Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit D and either
Exhibit E or Exhibit F, as applicable, and (ii) in all other cases, an Opinion
of Counsel satisfactory to it that such transfer may be made without such
registration or qualification (which Opinion of Counsel shall not be an expense
of the Trust Fund or of the Depositor, the Trustee, the Securities Administrator
or the Master Servicer in their respective capacities as such), together with
copies of the written certification(s) of the Holder of the Certificate desiring
to effect the transfer and/or such Holder's prospective transferee upon which
such Opinion of Counsel is based. None of the Depositor, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Securities Administrator, the
Depositor, the Seller and the Master Servicer against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.

         No transfer of this Class III-R Certificate will be made unless the
Depositor, the Trustee and the Securities Administrator have received either (i)
an opinion of counsel under Section 5.3(e) of the Agreement stating, among other
things, that the transferee's acquisition of a Class III-R Certificate is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or Section 4975 of the Internal
Revenue Code (the "Code") and will not subject the Depositor, the Trustee, the
Securities Administrator, the Master Servicer, any Servicer or the Trust Fund to
any obligation or liability in addition to those undertaken in the Agreement or
(ii) a representation letter, in the form as described by the Agreement, stating
that the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan.

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"). The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that
neither the Securities Administrator nor the Trustee is liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Securities Administrator.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Agreement from time
to time by the parties thereto with the consent of the Holders of Certificates
affected thereby evidencing not less than 66-2/3% of the Voting Rights.

                                     A-6-5

<PAGE>



Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Securities
Administrator upon surrender of this Certificate for registration of transfer at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates in authorized denominations representing a like
aggregate Percentage Interest will be issued to the designated transferee.

         The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Securities Administrator may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Depositor, the Master Servicer, the Securities
Administrator, the Trustee and any agent of any of them may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of Depositor, the Master Servicer, the Securities Administrator, the
Trustee or any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the remittance
of all funds due under the Agreement, coinciding with or following the earlier
to occur of (i) the maturity or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan or (ii) the optional repurchase by the party named in the
Agreement of all the Mortgage Loans and other assets of the Trust Fund in
accordance with the terms of the Agreement. Such optional repurchase may be made
only on or after the Distribution Date on which the aggregate Scheduled
Principal Balance of the Mortgage Loans is less than the percentage of the
aggregate Scheduled Principal Balance specified in the Agreement of the Mortgage
Loans at the Cut-Off Date. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.

         Unless this Certificate has been countersigned by an authorized
signatory of the Securities Administrator by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.


                                      A-6-6

<PAGE>




         IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated: January 30, 2004


                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Signatory





                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Class III-R Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION
                                       as Securities Administrator


                                       By:_____________________________________
                                                  Authorized Signatory



                                      A-6-7

<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________ (Please print or
typewrite name and address including postal zip code of assignee) a Percentage
Interest evidenced by the within Mortgage Pass- Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

                  I (We) further direct the Securities Administrator to issue a
new Certificate of a like denomination and Class, to the above named assignee
and deliver such Certificate to the following address:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Dated:
                           ____________________________________________________
                                   Signature by or on behalf of assignor


                                               ________________________________
                                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of _________________________ account number _____________, or, if mailed by
check, to ______________________________. Applicable statements should be mailed
to _____________________________________________.

                  This information is provided by __________________, the
assignee named above, or ________________________, as its agent.



<PAGE>



                                                                       EXHIBIT B

                                   [RESERVED]
                                   ----------



<PAGE>



                                                                       EXHIBIT C

FORM OF TRANSFER AFFIDAVIT

                                          Affidavit pursuant to Section
                                          860E(e)(4) of the Internal Revenue
                                          Code of 1986, as amended, and for
                                          other purposes

STATE OF                   )
                           )ss:
COUNTY OF                  )

         [NAME OF OFFICER], being first duly sworn, deposes and says:

         1. That he/she is [Title of Officer] of [Name of Investor] (the
"Investor"), a [savings institution] [corporation] duly organized and existing
under the laws of [the State of _____] [the United States], on behalf of which
he makes this affidavit.

         2. That (i) the Investor is not a "disqualified organization" as
defined in Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code"), and will not be a disqualified organization as of [Closing Date]
[date of purchase]; (ii) it is not acquiring the Deutsche Mortgage Securities,
Inc. Mortgage Loan Trust, Series 2004-1 Mortgage Pass-Through Certificates,
Class [III-]R Certificates (the "Residual Certificates") for the account of a
disqualified organization; (iii) it consents to any amendment of the Pooling and
Servicing Agreement that shall be deemed necessary by Deutsche Mortgage
Securities, Inc. (upon advice of counsel) to constitute a reasonable arrangement
to ensure that the Residual Certificates will not be owned directly or
indirectly by a disqualified organization; and (iv) it will not transfer such
Residual Certificates unless (a) it has received from the transferee an
affidavit in substantially the same form as this affidavit containing these same
four representations and (b) as of the time of the transfer, it does not have
actual knowledge that such affidavit is false.

         3. That the Investor is one of the following: (i) a citizen or resident
of the United States, (ii) a corporation or partnership (including an entity
treated as a corporation or partnership for federal income tax purposes) created
or organized in, or under the laws of, the United States or any state thereof or
the District of Columbia (except, in the case of a partnership, to the extent
provided in regulations), provided that no partnership or other entity treated
as a partnership for United States federal income tax purposes shall be treated
as a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are United States Persons, (iii) an
estate whose income is subject to United States federal income tax regardless of
its source, or (iv) a trust other than a "foreign trust," as defined in Section
7701 (a)(31) of the Code.

         4. That the Investor's taxpayer identification number is
______________________.

         5. That no purpose of the acquisition of the Residual Certificates is
to avoid or impede the assessment or collection of tax.


                                       C-1

<PAGE>



         6. That the Investor understands that, as the holder of the Residual
Certificates, the Investor may incur tax liabilities in excess of any cash flows
generated by such Residual Certificates.

         7. That the Investor intends to pay taxes associated with holding the
Residual Certificates as they become due.

         IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ____ day of _________, 20__.


                                   [NAME OF INVESTOR]


                                   By:
                                         --------------------------------------
                                         [Name of Officer]
                                         [Title of Officer]
                                         [Address of Investor for receipt of
                                         distributions]

                                         Address of Investor for receipt of tax
                                         information:


                                       C-2

<PAGE>



         Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Investor, and acknowledged to me that he/she
executed the same as his/her free act and deed and the free act and deed of the
Investor.

         Subscribed and sworn before me this ___ day of _________, 20___.

NOTARY PUBLIC

COUNTY OF

STATE OF


My commission expires the ___ day of ___________________, 20___.



                                       C-3

<PAGE>



EXHIBIT D

                         FORM OF TRANSFEROR CERTIFICATE


______________,200___


HSBC Bank USA
452 Fifth Avenue
New York, New York 10018
Attention: Deutsche Mortgage Securities Trust 2004-1

Wells Fargo Bank Minnesota, National Association
Sixth Street & Marquette Avenue
Minneapolis, Minnesota 55479
Attention:     Deutsche Mortgage Securities, Inc., 2004-1

Deutsche Mortgage Securities, Inc.
60 Wall Street
New York, New York 10005
Attention:     Deutsche Mortgage Securities, Inc.
               Mortgage Loan Trust, Series 2004-1

               Re:  Deutsche Mortgage Securities, Inc. Mortgage Loan Trust,
                    Series 2004-1, Class III-[CE][P][III-][R]Mortgage
                    Pass-Through Certificates
                    ------------------------------------------------------

Ladies and Gentlemen:

         In connection with the sale by ___________ (the "Seller") to ________
(the "Purchaser") of $_________ Initial Certificate Principal Balance of Series
2004-1 Mortgage Pass-Through Certificates, Class _____ (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of January 1, 2004 among Deutsche Mortgage
Securities, Inc., as depositor (the "Depositor"), Wells Fargo Bank Minnesota,
National Association, as master servicer and securities administrator, and HSBC
Bank USA, as trustee (the "Trustee"). The Seller hereby certifies, represents
and warrants to, a covenants with, the Depositor, the Trustee and the Securities
Administrator that:

         Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act in any
manner

                                       D-1

<PAGE>



set forth in the foregoing sentence with respect to any Certificate. The Seller
has not and will not sell or otherwise transfer any of the Certificates, except
in compliance with the provisions of the Pooling and Servicing Agreement.


                                          Very truly yours,



                                          (Seller)

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

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

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


                                       D-2

<PAGE>



                                    EXHIBIT E

             FORM OF INVESTOR REPRESENTATION LETTER (NON-RULE 144A)

___________,200__

HSBC Bank USA
452 Fifth Avenue
New York, New York 10018
Attention: Deutsche Mortgage Securities Trust 2004-1

Wells Fargo Bank Minnesota, National Association
Sixth Street & Marquette Avenue
Minneapolis, Minnesota 55479
Attention:    Deutsche Mortgage Securities, Inc., 2004-1

Deutsche Mortgage Securities, Inc.
60 Wall Street
New York, New York 10005
Attention:    Deutsche Mortgage Securities, Inc.
              Mortgage Loan Trust, Series 2004-1

               Re:  Deutsche Mortgage Securities, Inc. Mortgage Loan Trust,
                    Series 2004-1, Class III-[CE][P][III-][R] Mortgage
                    Pass-Through Certificates
                    --------------------------------------------------------

Ladies and Gentlemen:

         ______________ (the "Purchaser") intends to purchase from
______________ (the "Seller") $_________ Initial Certificate Principal Balance
of Series 2004-1 Mortgage Pass-Through Certificates, Class _____ (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of January 1, 2004 among Deutsche
Mortgage Securities, Inc., as depositor (the "Depositor"), Wells Fargo Bank
Minnesota, National Association, as master servicer and securities
administrator, and HSBC Bank USA, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Depositor, the Securities Administrator and
the Trustee that:

               1. The Purchaser understands that (a) the Certificates have not
          been and will not be registered or qualified under the Securities Act
          of 1933, as amended (the "Act") or any state securities law, (b) the
          Depositor is not required to so register or qualify the Certificates,
          (c) the Certificates may be resold only if registered and qualified
          pursuant to the provisions of the Act or any state securities law, or
          if an exemption from such registration and qualification is available,
          (d) the Pooling and Servicing Agreement contains restrictions
          regarding the transfer of the Certificates and (e) the Certificates
          will bear a legend to the foregoing effect.


               2. The Purchaser is acquiring the Certificates for its own
          account for investment only and not with a view to or for sale in
          connection with any distribution

                                       E-1

<PAGE>



          thereof in any manner that would violate the Act or any applicable
          state securities laws.

               3. The Purchaser is (a) a substantial, sophisticated
          institutional investor having such knowledge and experience in
          financial and business matters, and, in particular, in such matters
          related to securities similar to the Certificates, such that it is
          capable of evaluating the merits and risks of investment in the
          Certificates, (b) able to bear the economic risks of such an
          investment and (c) an "accredited investor" within the meaning of Rule
          501 (a) promulgated pursuant to the Act.

               4. The Purchaser has been furnished with, and has had an
          opportunity to review (a) [a copy of the Private Placement Memorandum,
          dated ______, 2004, relating to the Certificates (b)] a copy of the
          Pooling and Servicing Agreement and [(b)] [(c)] such other information
          concerning the Certificates, the Mortgage Loans and the Depositor as
          has been requested by the Purchaser from the Depositor or the Seller
          and is relevant to the Purchaser's decision to purchase the
          Certificates. The Purchaser has had any questions arising from such
          review answered by the Depositor or the Seller to the satisfaction of
          the Purchaser. [If the Purchaser did not purchase the Certificates
          from the Seller in connection with the initial distribution of the
          Certificates and was provided with a copy of the Private Placement
          Memorandum (the "Memorandum") relating to the original sale (the
          "Original Sale") of the Certificates by the Depositor, the Purchaser
          acknowledges that such Memorandum was provided to it by the Seller,
          that the Memorandum was prepared by the Depositor solely for use in
          connection with the Original Sale and the Depositor did not
          participate in or facilitate in any way the purchase of the
          Certificates by the Purchaser from the Seller, and the Purchaser
          agrees that it will look solely to the Seller and not to the Depositor
          with respect to any damage, liability, claim or expense arising out
          of, resulting from or in connection with (a) error or omission, or
          alleged error or omission, contained in the Memorandum, or (b) any
          information, development or event arising after the date of the
          Memorandum.]

               5. The Purchaser has not and will not nor has it authorized or
          will it authorize any person to (a) offer, pledge, sell, dispose of or
          otherwise transfer any Certificate, any interest in any Certificate or
          any other similar security to any person in any manner, (b) solicit
          any offer to buy or to accept a pledge, disposition of other transfer
          of any Certificate, any interest in any Certificate or any other
          similar security from any person in any manner, (c) otherwise approach
          or negotiate with respect to any Certificate, any interest in any
          Certificate or any other similar security with any person in any
          manner, (d) make any general solicitation by means of general
          advertising or in any other manner or (e) take any other action, that
          (as to any of (a) through (e) above) would constitute a distribution
          of any Certificate under the Act, that would render the disposition of
          any Certificate a violation of Section 5 of the Act or any state
          securities law, or that would require registration or qualification
          pursuant thereto. The Purchaser will not sell or otherwise transfer
          any of the Certificates, except in compliance with the provisions of
          the Pooling and Servicing Agreement.


                                       E-2

<PAGE>




                                        Very truly yours,


                                        ---------------------------------------
                                        (Purchaser)

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

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

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




                                       E-3

<PAGE>



                                    EXHIBIT F

                       FORM OF RULE 144A INVESTMENT LETTER

                                                               [Date]

HSBC Bank USA
452 Fifth Avenue
New York, New York 10018
Attention: Deutsche Mortgage Securities Trust 2004-1

Wells Fargo Bank Minnesota, National Association
Sixth Street & Marquette Avenue
Minneapolis, Minnesota 55479
Attention:        Deutsche Mortgage Securities, Inc., 2004-1

Deutsche Mortgage Securities, Inc.
60 Wall Street
New York, New York 10005
Attention:     Deutsche Mortgage Securities, Inc.
               Mortgage Loan Trust, Series 2004-1

               Re:  Deutsche Mortgage Securities, Inc. Mortgage Loan Trust,
                    Series 2004-1 Mortgage Pass-Through Certificates, (the
                    "Certificates"), Including the Class III-CE, III-P AND III-R
                    Certificates (The "Privately Offered Certificates")
                    ------------------------------------------------------------

Dear Ladies and Gentlemen:

         In connection with our purchase of Privately Offered Certificates, we
confirm that:

               (i)  we understand that the Privately Offered Certificates are
                    not being registered under the Securities Act of 1933, as
                    amended (the "Act") or any applicable state securities or
                    "Blue Sky" laws, and are being sold to us in a transaction
                    that is exempt from the registration requirements of such
                    laws;

               (ii) any information we desired concerning the Certificates,
                    including the Privately Offered Certificates, the trust in
                    which the Certificates represent the entire beneficial
                    ownership interest (the "Trust") or any other matter we
                    deemed relevant to our decision to purchase Privately
                    Offered Certificates has been made available to us;

              (iii) we are able to bear the economic risk of investment in
                    Privately Offered Certificates; we are an institutional
                    "accredited investor" as defined in Section 501(a) of
                    Regulation D promulgated under the Act and a sophisticated
                    institutional investor;


                                       F-1

<PAGE>



               (iv) we are acquiring Privately Offered Certificates for our own
                    account, not as nominee for any other person, and not with a
                    present view to any distribution or other disposition of the
                    Privately Offered Certificates;

               (v)  we agree the Privately Offered Certificates must be held
                    indefinitely by us (and may not be sold, pledged,
                    hypothecated or in any way disposed of) unless subsequently
                    registered under the Act and any applicable state securities
                    or "Blue Sky" laws or an exemption from the registration
                    requirements of the Act and any applicable state securities
                    or "Blue Sky" laws is available;

               (vi) we agree that in the event that at some future time we wish
                    to dispose of or exchange any of the Privately Offered
                    Certificates (such disposition or exchange not being
                    currently foreseen or contemplated), we will not transfer or
                    exchange any of the Privately Offered Certificates unless:

                         (A) (1) the sale is to an Eligible Purchaser (as
                    defined below), (2) if required by the Pooling and Servicing
                    Agreement (as defined below) a letter to substantially the
                    same effect as either this letter or, if the Eligible
                    Purchaser is a Qualified Institutional Buyer as defined
                    under Rule 144A of the Act, the Rule 144A and Related
                    Matters Certificate in the form attached to the Pooling and
                    Servicing Agreement (as defined below) (or such other
                    documentation as may be acceptable to the Securities
                    Administrator) is executed promptly by the purchaser and
                    delivered to the addressees hereof and (3) all offers or
                    solicitations in connection with the sale, whether directly
                    or through any agent acting on our behalf, are limited only
                    to Eligible Purchasers and are not made by means of any form
                    of general solicitation or general advertising whatsoever;
                    and

                         (B) if the Privately Offered Certificate is not
                    registered under the Act (as to which we acknowledge you
                    have no obligation), the Privately Offered Certificate is
                    sold in a transaction that does not require registration
                    under the Act and any applicable state securities or "blue
                    sky" laws and, if Wells Fargo Bank Minnesota, National
                    Association (the "Securities Administrator") so requests, a
                    satisfactory Opinion of Counsel is furnished to such effect,
                    which Opinion of Counsel shall be an expense of the
                    transferor or the transferee;

              (vii) we agree to be bound by all of the terms (including those
                    relating to restrictions on transfer) of the Pooling and
                    Servicing, pursuant to which the Trust was formed; we have
                    reviewed carefully and understand the terms of the Pooling
                    and Servicing Agreement;

             (viii) we either: (i) are not acquiring the Privately Offered
                    Certificate directly or indirectly by, or on behalf of, an
                    employee benefit plan or other retirement arrangement which
                    is subject to Title I of the Employee Retirement Income
                    Security Act of 1974, as amended ("ERISA"), and/or section
                    4975 of the

                                       F-2

<PAGE>



                    Internal Revenue Code of 1986, as amended (the "Code"), or
                    (ii)[ [in the case of the Class B-3, B-4 and B-5
                    Certificates:] each Transferee of a Junior Subordinate
                    Certificate, a represntation (or deemed representation) that
                    (i) th eTransferee is an insurance company (ii) the source
                    of funds used to purchase or hold such Certificate (or
                    interest therein) is an "insurance company general account'
                    as defined in PTCE 95-60 and (iii) the conditions set forth
                    in Sections I and III of PTCE 95-60 have been
                    satisfied.][[in the case of the Class III-CE, III-P and
                    III-R Certificates:] are providing an opinion of counsel to
                    the effect that the proposed transfer and holding of a
                    Privately Offered Certificate: (I) is permissible under
                    applicable law, (II) will not result in any non-exempt
                    prohibited transaction under Section 406 of ERISA or Section
                    4975 of the Code and (III) will not subject the Depositor,
                    the Trustee, the Master Servicer, the Securities
                    Administrator, any Servicer or the Trust Fund to any
                    obligation or liability in addition to those undertaken in
                    the Agreement.]

               (ix) We understand that each of the Class III-CE, III-P and III-R
                    Certificates bears, and will continue to bear, a legend to
                    substantiate the following effect: "THIS CERTIFICATE MAY NOT
                    BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A
                    DISQUALIFIED ORGANIZATION (AS DEFINED BELOW). SOLELY FOR
                    U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
                    "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
                    CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
                    SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
                    (THE "CODE"). ANY RESALE, TRANSFER OR OTHER DISPOSITION OF
                    THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH THE
                    PROVISIONS OF SECTION 5.3 OF THE AGREEMENT REFERRED TO
                    HEREIN. [[CLASS III-CE, III-P AND III- R: [NO TRANSFER OF
                    THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
                    TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO
                    SECTION 5.3(e) OF THE AGREEMENT OR AN OPINION OF COUNSEL
                    UNDER SECTION 5.3(e) OF THE AGREEMENT THAT THE PURCHASE OF
                    THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL
                    NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
                    TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
                    INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
                    SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER
                    SERVICER, THE TRUSTEE, THE DEPOSITOR, THE SECURITIES
                    ADMINISTRATOR, ANY SERVICER OR THE TRUST FUND TO ANY
                    OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
                    THE AGREEMENT.] [[CLASS B-3, B-4 and B-5:] NO TRANSFER OF
                    THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
                    TRANSFEREE PROVIDES A CERTIFICATE PURSUANT TO SECTION 5.3(e)
                    OF THE AGREEMENT.]ANY RESALE, TRANSFER OR OTHER DISPOSITION

                                                        F-3

<PAGE>



                    OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
                    TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A)
                    SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
                    POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION
                    THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
                    ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
                    FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE
                    DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM
                    THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
                    ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF
                    THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION
                    1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
                    FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE
                    REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN
                    AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF
                    SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF
                    TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
                    CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
                    PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
                    CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
                    DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
                    ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION,
                    SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
                    EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
                    A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
                    BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
                    CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
                    HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS
                    OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.3(e) OF
                    THE AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
                    DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING
                    BENEFICIAL OWNERSHIP OF THIS CERTIFICATE. THIS CERTIFICATE
                    HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
                    ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
                    AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
                    PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
                    TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
                    ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
                    ACCORDANCE WITH THE PROVISIONS OF SECTION 5.3 OF THE
                    AGREEMENT.."

         "ELIGIBLE PURCHASER" means a corporation, partnership or other entity
which we have reasonable grounds to believe and do believe (i) can make
representations with respect to itself to substantially the same effect as the
representations set forth herein, and (ii) is either a Qualified

                                       F-4

<PAGE>



Institutional Buyer as defined under Rule 144A of the Act or an institutional
"Accredited Investor" as defined under Rule 501 of the Act.

         Terms not otherwise defined herein shall have the meanings assigned to
them in the Pooling and Servicing Agreement, dated as of January 1, 2004,
between Deutsche Mortgage Securities, Inc., as depositor, Wells Fargo Bank
Minnesota, National Association, as master servicer and securities
administrator, and HSBC Bank USA, as Trustee (the "Agreement").

         If the Purchaser proposes that its Certificates be registered in the
name of a nominee on its behalf, the Purchaser has identified such nominee
below, and has caused such nominee to complete the Nominee Acknowledgment at the
end of this letter.


Name of Nominee (if any):
                          ---------------------------------


                                       F-5

<PAGE>



         IN WITNESS WHEREOF, this document has been executed by the undersigned
who is duly authorized to do so on behalf of the undersigned Eligible Purchaser
on the ___ day of ________, 20___.

                                        Very truly yours,

                                        [PURCHASER]

                                        By:
                                             ----------------------------------
                                                 (Authorized Officer)

                                        [By:
                                            -----------------------------------
                                                 Attorney-in-fact]



<PAGE>



                             Nominee Acknowledgment

         The undersigned hereby acknowledges and agrees that as to the
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Purchaser identified above, for whom the undersigned is acting
as nominee.

                                    [NAME OF NOMINEE]

                                    By:
                                       ---------------------------------
                                             (Authorized Officer)


                                    [By:
                                          ------------------------------
                                             Attorney-in-fact]



<PAGE>



                                    EXHIBIT G
                         FORM OF BENEFIT PLAN AFFIDAVIT
[Date]

HSBC Bank USA
452 Fifth Avenue
New York, New York 10018
Attention: Deutsche Mortgage Securities Trust 2004-1

Wells Fargo Bank Minnesota, National Association
Sixth Street & Marquette Avenue
Minneapolis, Minnesota 55479
Attention:        Deutsche Mortgage Securities, Inc., 2004-1

Deutsche Mortgage Securities, Inc.
60 Wall Street
New York, New York 10005
Attention:     Deutsche Mortgage Securities, Inc.
               Mortgage Loan Trust, Series 2004-1

               Re:  Deutsche Mortgage Securities, Inc. Mortgage Loan Trust,
                    Series 2004-1 Mortgage Pass-through Certificates, (the
                    "Trust") Class B-3, B-4, B-5, III-CE, III-P, and III-R
                    certificates (The "Purchased Certificates")
                    -------------------------------------------------------

Under penalties of perjury, I, ___________________, declare that, to the best of
my knowledge and belief, the following representations are true, correct and
complete; and

         1. That I am the _________ of _________________ (the "Purchaser"),
whose taxpayer identification number is ___________, and on behalf of which I
have the authority to make this affidavit.

         2. That the Purchaser is acquiring a Purchased Certificate representing
an interest in the Trust.

         3. The Purchaser either (a) is not an employee benefit plan subject to
the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a
"plan" described in Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") or any entity deemed to hold plan assets of any of the
foregoing by reason of a plan's investment in such entity (a "Plan") or (b) [[in
the case of the Class B-1, B-2 and B-3 Certificates:] each Transferee of a
Junior Subordinate Certificate, a representation (or deemed representation) that
(i) the Transferee is an insurance company, (ii) the source of funds used to
purchase or hold such Certificate (or interest therein) is an "insurance company
general account" as defined in PTCE 95-60 and (iii) the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied.] [[in the case of the
Class III-CE, III-P and III-R Certificates:] has provided the opinion of counsel
required by Section 5.3(d) of the Agreement.]



                                       G-1

<PAGE>



IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed
on its behalf, by its duly authorized officer this    day of _____________, 20 .

                                                [Purchaser]
                                                By:____________________________
                                                Its:


                                       G-2

<PAGE>





                                       H-1

<PAGE>



                                                                    SCHEDULE ONE
                                  LOAN SCHEDULE

                 [TO BE PROVIDED BY THE DEPOSITOR UPON REQUEST]


                                       H-2

<PAGE>


                                                                    SCHEDULE TWO
                           PREPAYMENT CHARGE SCHEDULE


                                       H-3