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                        FINANCIAL ASSET SECURITIES CORP.,
                                    Depositor


                            IMPAC FUNDING CORPORATION
                           GMAC MORTGAGE CORPORATION,
                                Master Servicers



                      DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                     Trustee

                                       and


                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
                                     Seller




                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2003


                           ___________________________

                        Soundview Home Loan Trust 2003-2

                    Asset-Backed Certificates, Series 2003-2



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<PAGE>



                                Table of Contents

                                                                            Page


                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01.   Defined Terms..................................................4
SECTION 1.02.   Accounting....................................................47
SECTION 1.03.   Allocation of Certain Interest Shortfalls.....................47

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01.   Conveyance of Mortgage Loans..................................49
SECTION 2.02.   Acceptance by Trustee.........................................52
SECTION 2.03.   Repurchase or Substitution of Mortgage Loans by the
                Originator or the Seller......................................53
SECTION 2.04.   Representations, Warranties and Covenants of the Seller.......56
SECTION 2.05.   Representations, Warranties and Covenants of the
                Master Servicer...............................................57
SECTION 2.06.   Representations and Warranties of the Depositor...............60
SECTION 2.07.   Issuance of Certificates......................................61
SECTION 2.08.   [Reserved]....................................................61
SECTION 2.09.   Acceptance of REMIC 1 and REMIC 2 by the Trustee; Conveyance
                of REMIC 1 Regular Interests; Issuance of Certificates........62

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

SECTION 3.01.   Master Servicer to Act as Master Servicer.....................63
SECTION 3.02.   Sub-Servicing Agreements Between Master Servicer and Sub-
                Servicers.....................................................65
SECTION 3.03.   Successor Sub-Servicers.......................................66
SECTION 3.04.   Liability of the Master Servicer..............................66
SECTION 3.05.   No Contractual Relationship Between Sub-Servicers and
                Trustee or Certificateholders.................................67
SECTION 3.06.   Assumption or Termination of Sub-Servicing Agreements by
                         Trustee..............................................67
SECTION 3.07.   Collection of Certain Mortgage Loan Payments..................67
SECTION 3.08.   Sub-Servicing Accounts........................................68


                                        i

<PAGE>



SECTION 3.09.   Collection of Taxes, Assessments and Similar Items; Servicing
                Accounts......................................................69
SECTION 3.10.   Collection Account............................................69
SECTION 3.11.   Permitted Withdrawals From the Collection Account.............70
SECTION 3.12.   Permitted Investments.........................................71
SECTION 3.13.   Maintenance of Primary Hazard Insurance.......................72
SECTION 3.14.   Enforcement of Due-on-Sale Clauses; Assumption Agreements.....73
SECTION 3.15.   Realization Upon Defaulted Mortgage Loans.....................75
SECTION 3.16.   Trustee to Cooperate; Release of Mortgage Files...............76
SECTION 3.17.   Servicing Compensation........................................77
SECTION 3.18.   Maintenance of Certain Servicing Policies.....................78
SECTION 3.19.   Annual Statement as to Compliance.............................78
SECTION 3.20.   Annual Independent Public Accountants' Servicing Statement....79
SECTION 3.21.   Access to Certain Documentation...............................79
SECTION 3.22.   Title, Conservation and Disposition of REO Property...........80
SECTION 3.23.   Additional Obligations of the Master Servicer.................82
SECTION 3.24.   Net WAC Rate Carryover Reserve Account........................82
SECTION 3.25.   Advance Facility..............................................84
SECTION 3.26.   Filing of Reports by Trustee..................................86

                                   ARTICLE IV

                                  FLOW OF FUNDS

SECTION 4.01.   Distributions.................................................89
SECTION 4.02.   Reserved......................................................94
SECTION 4.03.   Statements....................................................94
SECTION 4.04.   Remittance Reports; Advances..................................97
SECTION 4.05.   [Reserved]....................................................98
SECTION 4.06.   [Reserved]....................................................98
SECTION 4.07.   Distributions on the REMIC Regular Interests..................98
SECTION 4.08.   Allocation of Realized Losses................................100

                                    ARTICLE V

                                THE CERTIFICATES

SECTION 5.01.   The Certificates.............................................102
SECTION 5.02.   Registration of Transfer and Exchange of Certificates........102
SECTION 5.03.   Mutilated, Destroyed, Lost or Stolen Certificates............107
SECTION 5.04.   Persons Deemed Owners........................................108
SECTION 5.05.   Appointment of Paying Agent..................................108

                                   ARTICLE VI

                     THE MASTER SERVICERS AND THE DEPOSITOR


                                       ii

<PAGE>




SECTION 6.01.   Liability of the Master Servicers and the Depositor..........109
SECTION 6.02.   Merger or Consolidation of, or Assumption of the Obligations
                of, the Master Servicers or the Depositor....................109
SECTION 6.03.   Limitation on Liability of the Master Servicers and Others...109
SECTION 6.04.   Master Servicer Not to Resign................................110
SECTION 6.05.   Delegation of Duties.........................................110
SECTION 6.06.   Reserved.....................................................111
SECTION 6.07.   Inspection...................................................111

                                   ARTICLE VII

                                     DEFAULT

SECTION 7.01.   Master Servicer Events of Termination........................112
SECTION 7.02.   Trustee to Act; Appointment of Successor.....................113
SECTION 7.03.   Waiver of Defaults...........................................115
SECTION 7.04.   Notification to Certificateholders...........................115
SECTION 7.05.   Survivability of Master Servicer Liabilities.................116

                                  ARTICLE VIII

                                   THE TRUSTEE

SECTION 8.01.   Duties of Trustee............................................117
SECTION 8.02.   Certain Matters Affecting the Trustee........................118
SECTION 8.03.   Trustee Not Liable for Certificates or Mortgage Loans........119
SECTION 8.04.   Trustee May Own Certificates.................................120
SECTION 8.05.   Trustee Fee and Expenses.....................................120
SECTION 8.06.   Eligibility Requirements for Trustee.........................121
SECTION 8.07.   Resignation or Removal of Trustee............................121
SECTION 8.08.   Successor Trustee............................................122
SECTION 8.09.   Merger or Consolidation of Trustee...........................122
SECTION 8.10.   Appointment of Co-Trustee or Separate Trustee................123
SECTION 8.11.   Limitation of Liability......................................124
SECTION 8.12.   Trustee May Enforce Claims Without Possession of
                Certificates.................................................124
SECTION 8.13.   Suits for Enforcement........................................125
SECTION 8.14.   Waiver of Bond Requirement...................................125
SECTION 8.15.   Waiver of Inventory, Accounting and Appraisal Requirement....125

                                   ARTICLE IX

                              REMIC ADMINISTRATION

SECTION 9.01.   REMIC Administration.........................................126
SECTION 9.02.   Prohibited Transactions and Activities.......................128


                                       iii

<PAGE>



SECTION 9.03.   Indemnification with Respect to Certain Taxes and Loss of
                REMIC Status.................................................128

                                    ARTICLE X

                                   TERMINATION

SECTION 10.01.  Termination..................................................130
SECTION 10.02.  Additional Termination Requirements..........................132

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

SECTION 11.01.  Amendment....................................................133
SECTION 11.02.  Recordation of Agreement; Counterparts.......................134
SECTION 11.03.  Limitation on Rights of Certificateholders...................134
SECTION 11.04.  Governing Law; Jurisdiction..................................135
SECTION 11.05.  Notices......................................................135
SECTION 11.06.  Severability of Provisions...................................136
SECTION 11.07.  Article and Section References...............................136
SECTION 11.08.  Notice to the Rating Agencies................................136
SECTION 11.09.  Further Assurances...........................................137
SECTION 11.10.  Benefits of Agreement........................................137
SECTION 11.11   Acts of Certificateholders...................................137



                                       iv

<PAGE>



Exhibits:

Exhibit A-1       Form of Class A-1A Certificates
Exhibit A-2       Form of Class A-1B Certificates
Exhibit A-3       Form of Class A-2 Certificates
Exhibit A-4       Form of Class M-1 Certificates
Exhibit A-5       Form of Class M-2 Certificates
Exhibit A-6       Form of Class M-3 Certificates
Exhibit A-7       Form of Class M-4 Certificates
Exhibit A-8       Form of Class M-5 Certificates
Exhibit A-9       Form of Class M-6 Certificates
Exhibit A-10      Form of Class B Certificates
Exhibit A-11      Form of Class C Certificates
Exhibit A-12      Form of Class P Certificates
Exhibit A-13      Form of Class R Certificates
Exhibit B         Impac Servicing Guide
Exhibit C         Form of Assignment Agreements
Exhibit D         Mortgage Loan Schedule
Exhibit E         Request for Release
Exhibit F-1       Form of Trustee's Initial Certification
Exhibit F-2       Form of Trustee's Final Certification
Exhibit F-3       Form of Receipt of Mortgage Note
Exhibit G         [Reserved]
Exhibit H         Form of Lost Note Affidavit
Exhibit I         [Reserved]
Exhibit J         Form of Investment Letter
Exhibit K         Form of Transfer Affidavit for Residual Certificates
Exhibit L         Form of Transferor Certificate
Exhibit M         Form of ERISA Representation Letter
Exhibit N-1       Form of Depositor's Certification
Exhibit N-2       Form of Trustee's Certification
Exhibit N-3       Form of Master Servicer's Certification
Exhibit O         Form of Statement as to Compliance
Exhibit P         Form of Cap Contract

Schedule I        Prepayment Charge Schedule




                                        v

<PAGE>



                  This Pooling and Servicing Agreement is dated as of December
1, 2003 (the "Agreement"), among FINANCIAL ASSET SECURITIES CORP., as depositor
(the "Depositor"), IMPAC FUNDING CORPORATION AND GMAC MORTGAGE CORPORATION, as
master servicers (the "Master Servicers"), DEUTSCHE BANK NATIONAL TRUST COMPANY,
as trustee (the "Trustee") and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., as
seller (the "Seller").

                             PRELIMINARY STATEMENT:

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





<PAGE>



                                     REMIC 1
                                     -------

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


              Uncertificated REMIC 1   Initial Uncertificated    Assumed Final
Designation      Pass-Through Rate        Principal Balance     Maturity Date(1)
-----------   ----------------------   ----------------------  -----------------
   LTAA             Variable(2)            $362,975,386.52     November 25, 2033
   LTA1A            Variable(2)            $ 1,301,000.00      November 25, 2033
   LTA1B            Variable(2)             $ 900,000.00       November 25, 2033
   LTA2             Variable(2)             $ 975,050.00       November 25, 2033
   LTM1             Variable(2)             $ 172,230.00       November 25, 2033
   LTM2             Variable(2)             $ 144,450.00       November 25, 2033
   LTM3             Variable(2)              $ 33,330.00       November 25, 2033
   LTM4             Variable(2)              $ 40,740.00       November 25, 2033
   LTM5             Variable(2)              $ 40,740.00       November 25, 2033
   LTM6             Variable(2)              $ 40,740.00       November 25, 2033
    LTB             Variable(2)              $ 31,480.00       November 25, 2033
   LTZZ             Variable(2)            $ 3,727,900.95      November 25, 2033
    LTP             Variable(2)               $ 100.00         November 25, 2033
________________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the month immediately following the
     maturity date for the Mortgage Loan with the latest possible maturity date
     has been designated as the "latest possible maturity date" for each REMIC 1
     Regular Interest.
(2)  Calculated in accordance with the definition of "Uncertificated REMIC 1
     Pass-Through Rate" herein.



                                        2

<PAGE>



                                     REMIC 2
                                     -------

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

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


<TABLE>
<CAPTION>
                      Original Class Certificate                            Assumed Final
 Class Designation         Principal Balance       Pass-Through Rate       Maturity Date(1)
-------------------   --------------------------   -----------------      -----------------
<S>                    <C>                         <C>                    <C>
Class A-1A.........        $130,100,000.00           Variable(2)          November 25, 2033
Class A-1B.........        $ 90,000,000.00           Variable(2)          November 25, 2033
Class A-2..........        $ 97,505,000.00           Variable(2)          November 25, 2033
Class M-1..........        $ 17,223,000.00           Variable(2)          November 25, 2033
Class M-2..........        $ 14,445,000.00           Variable(2)          November 25, 2033
Class M-3..........        $ 3,333,000.00            Variable(2)          November 25, 2033
Class M-4..........        $ 4,074,000.00            Variable(2)          November 25, 2033
Class M-5..........        $ 4,074,000.00            Variable(2)          November 25, 2033
Class M-6..........        $ 4,074,000.00            Variable(2)          November 25, 2033
Class B............        $ 3,148,000.00            Variable(2)          November 25, 2033
Class C............      $ 2,407,047.47.(3)          Variable(2)          November 25, 2033
Class P............          $ 100.00(4)                N/A(5)            November 25, 2033
</TABLE>
________________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the month immediately following the
     maturity date for the Mortgage Loan with the latest maturity date has been
     designated as the "latest possible maturity date" for each Class of
     Certificates.
(2)  Calculated in accordance with the definition of "Pass-Through Rate" herein.
(3)  The Class C Certificates will accrue interest at its variable Pass-Through
     Rate on the Notional Amount of the Class C Certificates outstanding from
     time to time which shall equal the aggregate of the Uncertificated
     Principal Balances of the REMIC 1 Regular Interests. The Class C
     Certificates will not accrue interest on its Class Certificate Principal
     Balance.
(4)  The Class P Certificates will not accrue interest.


                                        3

<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01. Defined Terms.

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

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

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

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

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

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

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

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


                                        4

<PAGE>



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

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

                  "Advance Facility": As defined in Section 3.25 hereof.

                  "Advance Facility Notice": As defined in Section 3.25 hereof.

                  "Advance Financing Person": As defined in Section 3.25 hereof.

                  "Advance Reimbursement Amounts": As defined in Section 3.25
hereof.

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

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

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

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

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

                  "Assignment Agreements": The Impac Assignment Agreement and
the ResMae Assignment Agreement, substantially in the forms attached hereto as
Exhibit C.

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

                  "Available Funds": With respect to any Distribution Date, an
amount equal to the excess of (i) the sum of (a) the aggregate of the related
Monthly Payments received on the Mortgage Loans on or prior to the related
Determination Date, (b) Net Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, proceeds from repurchases of and substitutions for such Mortgage
Loans and other unscheduled recoveries of principal and interest in respect of
the Mortgage Loans


                                        5

<PAGE>



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

                  "Balloon Mortgage Loan": A Mortgage Loan that provides for the
payment of the unamortized principal balance of such Mortgage Loan in a single
payment at the maturity of such Mortgage Loan that is substantially greater than
the preceding monthly payment.

                  "Balloon Payment": A payment of the unamortized principal
balance of a Mortgage Loan in a single payment at the maturity of such Mortgage
Loan that is substantially greater than the preceding Monthly Payment.

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

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

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

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

                  "Cap Amount": With respect to the Class A Certificates and the
Mezzanine Certificates an amount equal to (i) the aggregate amount received by
the Trust from the Cap Contract


                                        6

<PAGE>



multiplied by (ii) a fraction equal to (a) the Certificate Principal Balance of
such Class immediately prior to the applicable Distribution Date divided by (b)
the aggregate Certificate Principal Balance of the Class A Certificates and the
Mezzanine Certificates immediately prior to the applicable Distribution Date.

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

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

                  "Certificate": Any Regular Certificate or Residual
Certificate.

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

                  "Certificate Margin": With respect to the Class A-1A
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 0.340% per annum and (B) after the Optional Termination Date,
0.680% per annum. With respect to the Class A-1B Certificates on each
Distribution Date (A) on or prior to the Optional Termination Date, 0.200% per
annum and (B) after the Optional Termination Date, 0.400% per annum. With
respect to the Class A-2 Certificates on each Distribution Date (A) on or prior
to the Optional Termination Date, 0.650% per annum and (B) after the Optional
Termination Date, 1.300% per annum. With respect to the Class M-1 Certificates
on each Distribution Date (A) on or prior to the Optional Termination Date,
0.850% per annum and (B) after the Optional Termination Date, 1.275% per annum.
With respect to the Class M-2 Certificates on each Distribution Date (A) on or
prior to the Optional Termination Date, 1.650% per annum and (B) after the
Optional Termination Date, 2.475% per annum. With respect to the Class M-3
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 1.800% per annum and (B) after the Optional Termination Date,
2.700% per annum. With respect to the Class M-4 Certificates on each
Distribution Date (A) on or prior to the Optional Termination


                                        7

<PAGE>



Date, 2.100% per annum and (B) after the Optional Termination Date, 3.150% per
annum. With respect to the Class M-5 Certificates on each Distribution Date (A)
on or prior to the Optional Termination Date, 2.750% per annum and (B) after the
Optional Termination Date, 4.125% per annum. With respect to the Class M-6
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 3.000% per annum and (B) after the Optional Termination Date,
4.500% per annum.

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

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

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

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

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

                  "Class A Principal Distribution Amount": The excess of (x) the
aggregate Certificate Principal Balance of the Class A Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
71.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus the Overcollateralization Floor.

                  "Class A-1 Certificates": Any of the Class A-1A Certificates
or the Class A-1B Certificates.

                  "Class A-1A Certificates": Any one of the Class A-1A
Certificates executed by the Trustee, and authenticated and delivered by the
Certificate Registrar, substantially in the form


                                        8

<PAGE>



annexed hereto as Exhibit A-1, representing the right to distributions as set
forth herein and therein and evidencing a regular interest in REMIC 2.

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

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

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

                  "Class B Principal Distribution Amount": The excess of (x) the
sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date) and (viii) the Certificate
Principal Balance of the Class B Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 98.70% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.

                  "Class C Certificates": Any one of the Class C Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto


                                        9

<PAGE>



as Exhibit A-11, representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC 2.

                  "Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-4, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 2.

                  "Class M-1 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 80.80% and
(ii) the Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.

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

                  "Class M-2 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date) and (iii) the Certificate Principal Balance of the Class M-2 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 88.60% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.

                  "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-6, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 2.



                                       10

<PAGE>



                  "Class M-3 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 90.40% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.

                  "Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-7, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 2.

                  "Class M-4 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 92.60% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.

                  "Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-8, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 2.



                                       11

<PAGE>



                  "Class M-5 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 94.80% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.

                  "Class M-6 Certificate": Any one of the Class M-6 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-9, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 2.

                  "Class M-6 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 97.00% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and


                                       12

<PAGE>



unscheduled collections of principal received during the related Prepayment
Period) minus the Overcollateralization Floor.

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

                  "Class R Certificate": The Class R Certificate executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-13 and evidencing the
ownership of the Class R-1 Interest and the Class R-2 Interest.

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

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

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

                  "Closing Date": December 30, 2003.

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

                  "Collection Account": The account or accounts created and
maintained by each Master Servicer pursuant to Section 3.10, which shall be
entitled "Deutsche Bank National Trust Company, as Trustee, in trust for
registered Holders of Soundview Home Loan Trust 2003-2, Asset- Backed
Certificates, Series 2003-2," which must be an Eligible Account.

                  "Compensating Interest": With respect to any Distribution
Date, an amount equal to Prepayment Interest Shortfalls resulting from Principal
Prepayments during the related Prepayment Period, but not more than the sum of
the Servicing Fees and the Sub-Servicing Fees for the immediately preceding Due
Period.

                  "Corporate Trust Office": The principal corporate trust office
of the Trustee at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office at the date
of the execution of this instrument is located at 1761 East St. Andrew Place,
Santa Ana, CA 92705-4934, Attn: Trust Administration--GC03S2, or at such other
address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor and the Master Servicers.

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


        REMIC 1 Regular Interest                  Regular Certificate
        ------------------------                  -------------------
                 LTA1A                                 Class A-1A
                 LTA1B                                 Class A-1B




                                       13

<PAGE>





                  LTA2                                 Class A-2
                  LTM1                                 Class M-1
                  LTM2                                 Class M-2
                  LTM3                                 Class M-3
                  LTM4                                 Class M-4
                  LTM5                                 Class M-5
                  LTM6                                 Class M-6
                  LTB                                   Class B
                  LTP                                   Class P

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

                  "Cumulative Loss Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount of Realized Losses incurred from the Cut-off Date to the last
day of the preceding calendar month and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

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

                  "Cut-off Date": With respect to each Mortgage Loan, the later
of (i) the date of origination of such Mortgage Loan or (ii) the Close of
Business on December 1, 2003.

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

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

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

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



                                       14

<PAGE>



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

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

                  "Delinquent": With respect to any Mortgage Loan and related
Monthly Payment, the Monthly Payment due on a Due Date which is not made by the
Close of Business on the next scheduled Due Date for such Mortgage Loan. For
example, a Mortgage Loan is 60 or more days Delinquent if the Monthly Payment
due on a Due Date is not made by the Close of Business on the second scheduled
Due Date after such Due Date.

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

                  "Depository": The initial Depository shall be The Depository
Trust Company, whose nominee is Cede & Co., or any other organization registered
as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of
the State of New York. Upon request, the Depository may also be Clearstream
Banking Luxembourg and the Euroclear System.

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

                  "Determination Date": With respect to any Distribution Date,
the 15th day of the calendar month in which such Distribution Date occurs or, if
such 15th day is not a Business Day, the Business Day immediately preceding such
15th day.

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

                  "Disqualified Organization": A "disqualified organization"
under Section 860E of the Code, which as of the Closing Date is any of: (i) the
United States, any state or political


                                       15

<PAGE>



subdivision thereof, any foreign government, any international organization, or
any agency or instrumentality of any of the foregoing, (ii) any organization
(other than a cooperative described in Section 521 of the Code) which is exempt
from the tax imposed by Chapter 1 of the Code unless such organization is
subject to the tax imposed by Section 511 of the Code, (iii) any organization
described in Section 1381(a)(2)(C) of the Code or (iv) an "electing large
partnership" within the meaning of Section 775 of the Code. A corporation will
not be treated as an instrumentality of the United States or of any state or
political subdivision thereof, if all of its activities are subject to tax and,
a majority of its board of directors is not selected by a governmental unit. The
term "United States", "state" and "international organizations" shall have the
meanings set forth in Section 7701 of the Code.

                  "Distribution Account": The trust account or accounts created
and maintained by the Trustee which shall be entitled "Distribution Account,
Deutsche Bank National Trust Company, as Trustee, in trust for the registered
Certificateholders of Soundview Home Loan Trust 2003-2, Asset- Backed
Certificates, Series 2003-2" and which must be an Eligible Account.

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

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

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

                  "Eligible Account": Any of (i) an account or accounts
maintained with a federal or state chartered depository institution or trust
company the short-term unsecured debt obligations of which (or, in the case of a
depository institution or trust company that is the principal subsidiary of a
holding company, the short-term unsecured debt obligations of such holding
company) are rated A-1 by S&P, F-1 by Fitch and P-1 by Moody's (or comparable
ratings if S&P, Fitch and Moody's are not the Rating Agencies) at the time any
amounts are held on deposit therein, (ii) an account or accounts the deposits in
which are fully insured by the FDIC (to the limits established by such
corporation), the uninsured deposits in which account are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each
Rating Agency, the Certificateholders will have a claim with respect to the
funds in such account or a perfected first priority security interest against
such collateral (which shall be limited to Permitted Investments) securing such
funds that is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained, (iii) a trust
account or accounts maintained with the trust department of a federal or state
chartered depository institution, national banking association or trust company
acting in its fiduciary capacity or (iv) an account otherwise acceptable to each
Rating Agency


                                       16

<PAGE>



without reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a letter from each Rating Agency to the Trustee.
Eligible Accounts may bear interest.

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

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

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

                  "Exchange Act": The Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

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

                  "Excess Proceeds":  As defined in Section 3.22.

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

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

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

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

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



                                       17

<PAGE>



                  "Formula Rate": For any Distribution Date and the Class A
Certificates and the Mezzanine Certificates, the lesser of (i) LIBOR plus the
related Certificate Margin and (ii) the Maximum Cap Rate.

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

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

                  "Impac Assignment Agreement": The Assignment and Recognition
Agreement, dated December 30, 2003, among the Depositor, the Seller and Impac
Funding Corporation, pursuant to which certain of the Seller's rights under the
Impac Master Agreement were assigned to the Depositor.

                  "Impac Master Agreement": The Mortgage Loan Purchase and
Interim Servicing Agreement, dated August 1, 2003, between Impac Funding
Corporation and GMAC Mortgage Corporation, as assigned to the Seller pursuant to
the Assignment and Recognition Agreement, dated August 28, 2003, between GMAC
Mortgage Corporation and the Seller.

                  "Impac Mortgage Loans": The Mortgage Loans originated by Impac
Funding Corporation as set forth on the Mortgage Loan Schedule.

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

                  "Independent Contractor": Either (i) any Person (other than
the Master Servicers) that would be an "independent contractor" with respect to
any of the REMICs created hereunder within the meaning of Section 856(d)(3) of
the Code if such REMIC were a real estate investment trust (except that the
ownership tests set forth in that section shall be considered to be met by any
Person that owns, directly or indirectly, 35% or more of any Class of
Certificates), so long as each such REMIC does not receive or derive any income
from such Person and provided that the relationship between such Person and such
REMIC is at arm's length, all within the meaning of Treasury Regulation Section
1.856-4(b)(5), or (ii) any other Person (including the Master Servicers) if the
Trustee has received an Opinion of Counsel to the effect that the taking of any
action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise


                                       18

<PAGE>



herein contemplated to be taken by an Independent Contractor will not cause such
REO Property to cease to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code), or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real
Property.

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

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

                  "Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a Mortgage Loan, to the extent such
proceeds are received by the related Master Servicer and are not to be applied
to the restoration of the related Mortgaged Property or released to the
Mortgagor in accordance with the procedures that the related Master Servicer
would follow in servicing mortgage loans held for its own account, subject to
the terms and conditions of the related Mortgage Note and Mortgage.

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

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

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

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



                                       19

<PAGE>



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

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

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

                  "Liquidated Mortgage Loan": As to any Distribution Date, any
Mortgage Loan in respect of which the related Master Servicer has determined, in
accordance with the servicing procedures specified herein, as of the end of the
related Prepayment Period, that all Liquidation Proceeds which it expects to
recover with respect to the liquidation of the Mortgage Loan or disposition of
the related REO Property have been recovered.

                  "Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full, (ii) a Final
Recovery Determination is made as to such Mortgage Loan or (iii) such Mortgage
Loan is removed from the Trust Fund by reason of its being purchased, sold or
replaced pursuant to or as contemplated by Section 2.03 or Section 10.01. With
respect to any REO Property, either of the following events: (i) a Final
Recovery Determination is made as to such REO Property or (ii) such REO Property
is removed from the Trust Fund by reason of its being sold or purchased pursuant
to Section 3.22 or Section 10.01.

                  "Liquidation Proceeds": The amount (other than amounts
received in respect of the rental of any REO Property prior to REO Disposition)
received by the related Master Servicer in connection with (i) the taking of all
or a part of a Mortgaged Property by exercise of the power of eminent domain or
condemnation, (ii) the liquidation of a defaulted Mortgage Loan by means of a
trustee's sale, foreclosure sale or otherwise or (iii) the repurchase,
substitution or sale of a Mortgage Loan or an REO Property pursuant to or as
contemplated by Section 2.03, Section 3.22 or Section 10.01.

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

                  "Losses":  As defined in Section 9.03.

                  "Lost Note Affidavit": With respect to any Mortgage Loan as to
which the original Mortgage Note has been permanently lost, misplaced or
destroyed and has not been replaced, an affidavit from the related Originator
certifying that the original Mortgage Note has been lost, misplaced or destroyed
(together with a copy of the related Mortgage Note) and indemnifying the


                                       20

<PAGE>



Trust against any loss, cost or liability resulting from the failure to deliver
the original Mortgage Note in the form of Exhibit H hereto.

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

                  "Marker Rate": With respect to the Class C Certificates and
any Distribution Date, a per annum rate equal to two (2) times the weighted
average of the Uncertificated REMIC 1 Pass- Through Rates for REMIC 1 Regular
Interest LTA1A, REMIC 1 Regular Interest LTA1B, REMIC 1 Regular Interest LTA2,
REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular
Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5,
REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTB and REMIC 1 Regular
Interest LTZZ, with the rate on REMIC 1 Regular Interest LTA1A subject to a cap
equal to the lesser of (i) LIBOR plus the Certificate Margin of the Class A-1A
Certificates and (ii) the Net WAC Rate for the purpose of this calculation; with
the rate on REMIC 1 Regular Interest LTA1B subject to a cap equal to the lesser
of (i) LIBOR plus the Certificate Margin of the Class A-1B Certificates and (ii)
the Net WAC Rate for the purpose of this calculation; with the rate on REMIC 1
Regular Interest LTA2 subject to a cap equal to the lesser of (i) LIBOR plus the
Certificate Margin of the Class A-2 Certificates and (ii) the Net WAC Rate for
the purpose of this calculation; with the rate on REMIC 1 Regular Interest LTM1
subject to a cap equal to the lesser of (i) LIBOR plus the Certificate Margin of
the Class M-1 Certificates and (ii) the Net WAC Rate for the purpose of this
calculation; with the rate on REMIC 1 Regular Interest LTM2 subject to a cap
equal to the lesser of (i) LIBOR plus the Certificate Margin of the Class M-2
Certificates and (ii) the Net WAC Rate for the purpose of this calculation; with
the rate on REMIC 1 Regular Interest LTM3 subject to a cap equal to the lesser
of (i) LIBOR plus the Certificate Margin of the Class M-3 Certificates and (ii)
the Net WAC Rate for the purpose of this calculation; with the rate on REMIC 1
Regular Interest LTM4 subject to a cap equal to the lesser of (i) LIBOR plus the
Certificate Margin of the Class M-4 Certificates and (ii) the Net WAC Rate for
the purpose of this calculation; with the rate on REMIC 1 Regular Interest LTM5
subject to a cap equal to the lesser of (i) LIBOR plus the Certificate Margin of
the Class M-5 Certificates and (ii) the Net WAC Rate for the purpose of this
calculation; with the rate on REMIC 1 Regular Interest LTM6 subject to a cap
equal to the lesser of (i) LIBOR plus the Certificate Margin of the Class M-6
Certificates and (ii) the Net WAC Rate for the purpose of this calculation; with
the rate on REMIC 1 Regular Interest LTB subject to a cap equal to the lesser of
(i) the Pass-Through Rate for the Class B Certificates and (ii) the Net WAC Rate
for the purpose of this calculation; and with the rate on REMIC 1 Regular
Interest LTZZ subject to a cap of zero for the purpose of this calculation;
provided, however, that for this purpose, calculations of the Uncertificated
REMIC 1 Pass-Through Rate and the related caps with respect to REMIC 1 Regular
Interest LTA1A, REMIC 1 Regular Interest LTA1B, REMIC 1 Regular Interest LTA2,
REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular
Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5 and
REMIC 1 Regular Interest LTM6 shall be multiplied by a fraction, the numerator
of which is 30 and the denominator of which is the actual number of days elapsed
in the related Accrual Period.

                  "Master Agreements": The Impac Master Agreement or the ResMae
Master Agreement, as the context requires.



                                       21

<PAGE>



                  "Master Servicer": Either Impac Funding Corporation, a
California corporation or GMAC Mortgage Corporation, a Pennsylvania corporation,
as the context requires, or any successor master servicer appointed as herein
provided, each in its capacity as a Master Servicer hereunder.

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

                  "Master Servicer Remittance Date": With respect to any
Distribution Date, the Business Day prior to such Distribution Date.

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

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

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

                  "Maximum Uncertificated Accrued Interest Deferral Amount":
With respect to any Distribution Date, the excess of (a) accrued interest at the
Uncertificated REMIC 1 Pass-Through Rate applicable to REMIC 1 Regular Interest
LTZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC 1 Regular Interest LTZZ minus the REMIC 1
Overcollateralization Amount, in each case for such Distribution Date, over (b)
Uncertificated Accrued Interest on REMIC 1 Regular Interest LTA1A with the rate
on REMIC 1 Regular Interest LTA1A subject to a cap equal to the lesser of (i)
LIBOR plus the Certificate Margin of the Class A- 1A Certificates and (ii) the
Net WAC Rate for the purpose of this calculation; Uncertificated Accrued
Interest on REMIC 1 Regular Interest LTA1B with the rate on REMIC 1 Regular
Interest LTA1B subject to a cap equal to the lesser of (i) LIBOR plus the
Certificate Margin of the Class A- 1B Certificates and (ii) the Net WAC Rate for
the purpose of this calculation; Uncertificated Accrued Interest on REMIC 1
Regular Interest LTA2 with the rate on REMIC 1 Regular Interest LTA2 subject to
a cap equal to the lesser of (i) LIBOR plus the Certificate Margin of the Class
A-2 Certificates and (ii) the Net WAC Rate for the purpose of this calculation;
Uncertificated Accrued Interest on REMIC 1 Regular Interest LTM1 with the rate
on REMIC 1 Regular Interest LTM1 subject to a cap equal to the lesser of (i)
LIBOR plus the Certificate Margin of the Class M-1 Certificates and (ii) the Net
WAC Rate for the purpose of this calculation; Uncertificated Accrued Interest on
REMIC 1 Regular Interest LTM2 with the rate on REMIC 1 Regular Interest LTM2
subject to a cap equal to the lesser of (i) LIBOR plus the Certificate Margin of
the Class M-2 Certificates and (ii) the Net WAC Rate for the purpose of this
calculation; Uncertificated Accrued Interest on REMIC 1 Regular Interest LTM3
with the rate on REMIC 1 Regular Interest LTM3 subject to a cap equal to the
lesser of (i) LIBOR plus the Certificate Margin of the Class M-3 Certificates
and (ii) the Net WAC Rate for the purpose of this calculation for such
Distribution Date; Uncertificated Accrued Interest on REMIC 1 Regular Interest
LTM4 with the rate on REMIC 1 Regular Interest LTM4 subject to a cap equal to
the lesser of (i) LIBOR plus the Certificate Margin


                                       22

<PAGE>



of the Class M-4 Certificates and (ii) the Net WAC Rate for the purpose of this
calculation; Uncertificated Accrued Interest on REMIC 1 Regular Interest LTM5
with the rate on REMIC 1 Regular Interest LTM5 subject to a cap equal to the
lesser of (i) LIBOR plus the Certificate Margin of the Class M-5 Certificates
and (ii) the Net WAC Rate for the purpose of this calculation; Uncertificated
Accrued Interest on REMIC 1 Regular Interest LTM6 with the rate on REMIC 1
Regular Interest LTM6 subject to a cap equal to the lesser of (i) LIBOR plus the
Certificate Margin of the Class M-6 Certificates and (ii) the Net WAC Rate for
the purpose of this calculation and Uncertificated Accrued Interest on REMIC 1
Regular Interest LTB with the rate on REMIC 1 Regular Interest LTB subject to a
cap equal to the lesser of (i) the Pass-Through Rate for the Class B
Certificates and (ii) the Net WAC Rate for the purpose of this calculation;
provided, however, that for this purpose, calculations of the Uncertificated
REMIC 1 Pass-Through Rate and the related caps with respect to REMIC 1 Regular
Interest LTA1A, REMIC 1 Regular Interest LTA1B, REMIC 1 Regular Interest LTA2,
REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular
Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5 and
REMIC 1 Regular Interest LTM6 shall be multiplied by a fraction, the numerator
of which is 30 and the denominator of which is the actual number of days elapsed
in the related Accrual Period.

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

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

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

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

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

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

                  "MOM Loan": With respect to any Accredited Mortgage Loan, MERS
acting as the mortgagee of such Mortgage Loan, solely as nominee for the
originator of such Mortgage Loan and its successors and assigns, at the
origination thereof.

                  "Monthly Interest Distributable Amount": With respect to the
Class A Certificates, the Mezzanine Certificates, the Class B Certificates and
the Class C Certificates and any Distribution Date, the amount of interest
accrued during the related Accrual Period at the related Pass-Through Rate on
the Certificate Principal Balance (or Notional Amount in the case of the Class C
Certificates) of such Class immediately prior to such Distribution Date, in each
case, reduced by any Net Prepayment Interest Shortfalls, Relief Act Interest
Shortfalls or other shortfalls allocated to such Certificate as provided in
Section 1.03.


                                       23

<PAGE>



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

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

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

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

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

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

                  (1)      the Mortgage Loan identifying number;

                  (2)      the Originator of the Mortgage Loan;

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

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

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

                  (6)      the original months to maturity;

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

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



                                       24

<PAGE>



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

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

                  (11)     the stated maturity date;

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

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

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

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

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

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

                  (18)     the Mortgage Rate at origination;

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

                  (20)     the risk grade;

                  (21)     the Value of the Mortgaged Property;

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

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

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

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

                  (26)     the program code.

                  The Mortgage Loan Schedule shall set forth the following
information, with respect to the Mortgage Loans in the aggregate as of the
Cut-off Date: (1) the number of Mortgage Loans;


                                       25

<PAGE>



(2) the current Stated Principal Balance of the Mortgage Loans; (3) the weighted
average Mortgage Rate of the Mortgage Loans and (4) the weighted average
remaining term to maturity of the Mortgage Loans. The Mortgage Loan Schedule
shall be amended from time to time by the related Master Servicer in accordance
with the provisions of this Agreement. With respect to any Qualified Substitute
Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date for such
Mortgage Loan, determined in accordance with the definition of Cut-off Date
herein. On the Closing Date, the Depositor will deliver to each Master Servicer,
as of the Cut-off Date, an electronic copy of the Mortgage Loan Schedule

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

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

                  "Mortgage Rate": With respect to each Fixed-Rate Mortgage
Loan, the rate set forth in the related Mortgage Note. With respect to each
Adjustable-Rate Mortgage Loan, the annual rate at which interest accrues on such
Mortgage Loan from time to time in accordance with the provisions of the related
Mortgage Note, which rate (A) as of any date of determination until the first
Adjustment Date following the Cut-off Date shall be the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the
Cut-off Date and (B) as of any date of determination thereafter shall be the
rate as adjusted on the most recent Adjustment Date, to equal the sum, rounded
as provided in the Mortgage Note, of the Index, determined as set forth in the
related Mortgage Note, plus the related Gross Margin subject to the limitations
set forth in the related Mortgage Note. With respect to each Mortgage Loan that
becomes an REO Property, as of any date of determination, the annual rate
determined in accordance with the immediately preceding sentence as of the date
such Mortgage Loan became an REO Property.

                  "Mortgaged Property": The underlying property securing a
Mortgage Loan, including any REO Property, consisting of a fee simple estate in
a parcel of real property improved by a Residential Dwelling.

                  "Mortgagor":  The obligor on a Mortgage Note.

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

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


                                       26

<PAGE>



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

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

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

                  For any Distribution Date and the Class B Certificates, a per
annum rate equal to the weighted average of the Adjusted Net Mortgage Rates of
the Mortgage Loans, weighted on the basis of the outstanding Stated Principal
Balances of the Mortgage Loans as of the first day of the month preceding the
month of such Distribution Date.

                  For federal income tax purposes, the equivalent of the
foregoing shall be expressed as the weighted average of the Uncertificated REMIC
1 Pass-Through Rates on the REMIC 1 Regular Interests, weighted on the basis of
the Uncertificated Principal Balance of each such REMIC 1 Regular Interest.

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

                  "Net WAC Rate Carryover Reserve Account": The account
established and maintained pursuant to Section 3.24.

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

                  "Nonrecoverable Advance": Any Advance or Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan or REO
Property that, in the good faith business judgment of the related Master
Servicer, will not be ultimately recoverable from Late


                                       27

<PAGE>



Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds
on such Mortgage Loan or REO Property as provided herein.

                  "Notional Amount": With respect to the Class C Certificates
immediately prior to any Distribution Date, the aggregate of the Uncertificated
Principal Balances of REMIC 1 Regular Interests.

                  "Offered Certificates": The Class A Certificates and the
Mezzanine Certificates offered to the public pursuant to the Prospectus
Supplement.

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

                  "Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be a salaried counsel for the Depositor or either 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.

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

                  "Original Class Certificate Principal Balance": With respect
to the Class A Certificates, the Mezzanine Certificates, the Class B
Certificates, the Class C Certificates and the Class P Certificates the
corresponding amounts set forth opposite such Class above in the Preliminary
Statement.

                  "Original Mortgage Loan": Any of the Mortgage Loans included
in the Trust Fund as of the Closing Date. The aggregate Stated Principal Balance
of the Original Mortgage Loans as of the Cut-off Date is equal to
$370,383,147.47.

                  "Original Notional Amount": With respect to the Class C
Certificates, $370,383,147.47.

                  "Originator": Either Impac Funding Corporation, a California
corporation or Residential Mortgage Assistance Enterprise, LLC, a Delaware
limited liability company, or its respective successor in interest, as the
context requires.

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

                  "Overcollateralization Floor": $1,851,916.



                                       28

<PAGE>



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

                  "Overcollateralization Target Amount": With respect to any
Distribution Date (i) prior to the Stepdown Date, 0.65% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after
the Stepdown Date provided a Trigger Event is not in effect, the greater of (A)
the lesser of (x) 1.30% of the aggregate Principal Balance of the Mortgage Loans
as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (y) 0.65% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date and (B) the
Overcollateralization Floor and (iii) on or after the Stepdown Date if a Trigger
Event is in effect, the Overcollateralization Target Amount for the immediately
preceding Distribution Date.

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

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

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

                  With respect to the Class B Certificates, the lesser of (i) on
each Distribution Date (A) on or prior to the Optional Termination Date, 5.500%
per annum and (B) after the Optional Termination Date, 6.000% per annum and (ii)
the Net WAC Rate.

                  With respect to the Class C Certificates and any Distribution
Date, a per annum rate equal to the percentage equivalent of a fraction, the
numerator of which is the sum of the amounts calculated pursuant to clauses (A)
through (M) below, and the denominator of which is the aggregate of the
Uncertificated Principal Balances of the REMIC 1 Regular Interests. For purposes
of calculating the Pass-Through Rate for the Class C Certificates the numerator
is equal to the sum of the following components:

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


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<PAGE>




                  (B) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTA1A minus the Marker Rate, applied to an amount
         equal to the Uncertificated Principal Balance of REMIC 1 Regular
         Interest LTA1A;

                  (C) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
         Regular Interest LTA1B minus the Marker Rate, applied to an amount
         equal to the Uncertificated Principal Balance of REMIC 1 Regular
         Interest LTA1B;

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

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

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

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

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

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

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

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

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

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


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<PAGE>



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

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

                  "Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth
in the related Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such Mortgage Loan may increase or decrease (without regard to the
Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from
the Mortgage Rate in effect immediately prior to such Adjustment Date.

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

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

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

                  (iii) repurchase obligations with a term not to exceed 30 days
         with respect to any security described in clause (i) above and entered
         into with a depository institution or trust


                                       31

<PAGE>



         company (acting as principal) rated P-1 by Moody's, F-1+ by Fitch and
         rated A-1+ or higher by S&P, provided, however, that collateral
         transferred pursuant to such repurchase obligation must be of the type
         described in clause (i) above and must (A) be valued daily at current
         market prices plus accrued interest, (B) pursuant to such valuation, be
         equal, at all times, to 105% of the cash transferred by the Trustee in
         exchange for such collateral and (C) be delivered to the Trustee or, if
         the Trustee is supplying the collateral, an agent for the Trustee, in
         such a manner as to accomplish perfection of a security interest in the
         collateral by possession of certificated securities;

                  (iv) securities bearing interest or sold at a discount that
         are issued by any corporation incorporated under the laws of the United
         States of America or any State thereof and that are rated by S&P (and
         if rated by any other Rating Agency, also by such other Rating Agency)
         in its highest long-term unsecured rating category at the time of such
         investment or contractual commitment providing for such investment;

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

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

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

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

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

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

                  "Plan": Any employee benefit plan or certain other retirement
plans and arrangements, including individual retirement accounts and annuities,
Keogh plans and bank


                                       32

<PAGE>



collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject to
ERISA or Section 4975 of the Code.

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

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

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

                  "Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges on the Mortgage Loans included in the Trust Fund on such
date, attached hereto as Schedule I (including the prepayment charge summary
attached thereto). The Prepayment Charge Schedule shall set forth the following
information with respect to each Prepayment Charge:

                  (i) the Mortgage Loan identifying number;

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

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

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

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

                  (vi) the principal balance of the related Mortgage Loan as of
         the Cut-off Date.

                  "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a Principal
Prepayment in full during the portion of the related Prepayment Period occurring
from the first day of the related Prepayment Period through the last day of the
calendar month preceding the month in which such Distribution Date occurs, an
amount equal to one month's interest on the Mortgage Loan less any payments in
respect of interest for such month made by the Mortgagor.

                  "Prepayment Period": With respect to any Distribution Date,
the period commencing on the first day of the calendar month preceding the
related Distribution Date and ending on the last day of the calendar month
preceding such Distribution Date.

                  "Primary Hazard Insurance Policy": Each primary hazard
insurance policy required to be maintained pursuant to Section 3.13.

                  "Principal Balance": As to any Mortgage Loan other than a
Liquidated Mortgage Loan, and any day, the related Cut-off Date Principal
Balance, minus all collections credited against the Cut-off Date Principal
Balance of any such Mortgage Loan. For purposes of this definition, a


                                       33

<PAGE>



Liquidated Mortgage Loan shall be deemed to have a Principal Balance equal to
the Principal Balance of the related Mortgage Loan as of the final recovery of
related Liquidation Proceeds and a Principal Balance of zero thereafter. As to
any REO Property and any day, the Principal Balance of the related Mortgage Loan
immediately prior to such Mortgage Loan becoming REO Property minus any REO
Principal Amortization received with respect thereto on or prior to such day.

                  "Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Basic Principal Distribution Amount for
such Distribution Date and (ii) the Extra Principal Distribution Amount for such
Distribution Date.

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

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

                  "Private Certificates": As defined in Section 5.02(d).

                  "Prospectus Supplement": That certain Prospectus Supplement
dated December 23, 2003 relating to the public offering of the Class A
Certificates and the Mezzanine Certificates.

                  "Purchase Price": With respect to the Seller and any Mortgage
Loan or REO Property to be purchased pursuant to or as contemplated by Section
2.03 or 10.01, and as confirmed by a certificate of a Servicing Officer to the
Trustee, an amount equal to the sum of (i) 100% of the Stated Principal Balance
thereof as of the date of purchase (or such other price as provided in Section
10.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated
Principal Balance at the applicable Mortgage Rate in effect from time to time
from the Due Date as to which interest was last covered by a payment by the
Mortgagor or an advance by the related Master Servicer, which payment or advance
had as of the date of purchase been distributed pursuant to Section 4.01,
through the end of the calendar month in which the purchase is to be effected,
and (y) an REO Property, the sum of (1) accrued interest on such Stated
Principal Balance at the applicable Mortgage Rate in effect from time to time
from the Due Date as to which interest was last covered by a payment by the
Mortgagor or an advance by the related 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


                                       34

<PAGE>



month in which such REO Property was acquired and ending with the calendar month
in which such purchase is to be effected, net of the total of all net rental
income, Insurance Proceeds, Liquidation Proceeds and Advances that as of the
date of purchase had been distributed as or to cover REO Imputed Interest
pursuant to Section 4.04, (iii) any unreimbursed Servicing Advances and Advances
and any unpaid Servicing Fees allocable to such Mortgage Loan or REO Property,
(iv) any amounts previously withdrawn from the Collection Account in respect of
such Mortgage Loan or REO Property pursuant to Section 3.22 and (v) in the case
of a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses
reasonably incurred or to be incurred by the related Master Servicer or the
Trustee in respect of the breach or defect giving rise to the purchase
obligation including any costs and damages incurred by the trust in connection
with any violation by such loan of any predatory or abusive lending law. With
respect to each Originator and any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03 or 10.01, and as confirmed by a
certificate of a Servicing Officer to the Trustee, an amount equal to the amount
set forth pursuant to the terms of the related Master Agreement.

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

                  "Qualified Substitute Mortgage Loan": With respect to the
Seller, a mortgage loan substituted for a Deleted Mortgage Loan pursuant to the
terms of this Agreement which must, on the date of such substitution, (i) have
an outstanding Stated Principal Balance (or in the case of a substitution of
more than one mortgage loan for a Deleted Mortgage Loan, an aggregate principal
balance), after application of all scheduled payments of principal and interest
due during or prior to the month of substitution, not in excess of, and not more
than 5% less than, the outstanding principal balance of the Deleted Mortgage
Loan as of the Due Date in the calendar month during which the substitution
occurs, (ii) have a Mortgage Rate not less than (and not more than one
percentage point in excess of) the Mortgage Rate of the Deleted Mortgage Loan,
(iii) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage
Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on
the Deleted Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan is an
Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the
Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Gross
Margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan,
(vi) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage
Loan, have a next Adjustment Date not more than two months later than the next
Adjustment Date on the Deleted Mortgage Loan, (vii) [reserved], (viii) have a
remaining term to maturity not greater than (and not more than one year less
than) that of the Deleted Mortgage Loan, (ix) be current as of the date of
substitution, (x) have a Loan-to-Value Ratio as of the date of substitution
equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as
of such date, (xi) have a risk grading determined by the Originator at least
equal to the risk grading assigned on the Deleted Mortgage Loan, (xii) have been
underwritten or reunderwritten by the related Originator in accordance with the
same underwriting criteria and guidelines as the Deleted Mortgage Loan and
(xiii) conform to each representation and warranty assigned to the Depositor
pursuant to the related Assignment Agreement applicable to the Deleted Mortgage
Loan. In the event that one or more mortgage loans are substituted for one or
more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be
determined on the basis of aggregate principal balances, the Mortgage Rates
described in clauses (ii) through (vi) hereof shall be satisfied for each such
mortgage loan, the risk gradings described in clause (x) hereof shall be
satisfied as to each such mortgage loan,


                                       35

<PAGE>



the terms described in clause (viii) hereof shall be determined on the basis of
weighted average remaining term to maturity (provided that no such mortgage loan
may have a remaining term to maturity longer than the Deleted Mortgage Loan),
the Loan-to-Value Ratios described in clause (x) hereof shall be satisfied as to
each such mortgage loan and, except to the extent otherwise provided in this
sentence, the representations and warranties described in clause (xiv) hereof
must be satisfied as to each Qualified Substitute Mortgage Loan or in the
aggregate, as the case may be. With respect to each Originator, a mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of the related
Master Agreement which must, on the date of such substitution conform to the
terms set forth in the related Master Agreement.

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

                  "Realized Loss": With respect to any Liquidated Mortgage Loan,
the amount of loss realized equal to the portion of the Stated Principal Balance
remaining unpaid after application of all Net Liquidation Proceeds in respect of
such Mortgage Loan.

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

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

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

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

                  "Relief Act": The Soldiers' and Sailors' Civil Relief Act of
1940, as amended.



                                       36

<PAGE>



                  "Relief Act Interest Shortfall": With respect to any
Distribution Date, for any Mortgage Loan with respect to which there has been a
reduction in the amount of interest collectible thereon for the most recently
ended Due Period as a result of the application of the Relief Act, the amount by
which (i) interest collectible on such Mortgage Loan during such Due Period is
less than (ii) one month's interest on the Stated Principal Balance of such
Mortgage Loan at the Mortgage Rate for such Mortgage Loan before giving effect
to the application of the Relief Act.

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

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

                  "REMIC 1 Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans and related REO Properties then
outstanding and (ii) the Uncertificated REMIC 1 Pass- Through Rate for REMIC 1
Regular Interest LTAA minus the Marker Rate, divided by (b) 12.

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

                  "REMIC 1 Overcollateralization Amount": With respect to any
date of determination, (i) 1% of the aggregate Uncertificated Principal Balances
of the REMIC 1 Regular Interests minus (ii) the aggregate of the Uncertificated
Principal Balances of REMIC 1 Regular Interest LTA1A, REMIC 1 Regular Interest
LTA1B, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTM1, REMIC 1
Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest
LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1
Regular Interest LTB and REMIC 1 Regular Interest LTP, in each case as of such
date of determination.

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


                                       37

<PAGE>



Interest LTA1A, REMIC 1 Regular Interest LTA1B, REMIC 1 Regular Interest LTA2,
REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular
Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5,
REMIC 1 Regular Interest LTM6 and REMIC 1 Regular Interest LTB, and the
denominator of which is the aggregate of the REMIC 1 Regular Interest LTA1A,
REMIC 1 Regular Interest LTA1B, REMIC 1 Regular Interest LTA2, REMIC 1 Regular
Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3,
REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular
Interest LTM6, REMIC 1 Regular Interest LTB and REMIC 2 Regular Interest LTZZ.

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

                  "REMIC 1 Regular Interest LTA1A": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTA1A
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LTA1B": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTA1B
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LTA2": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTA2 shall
accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

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

                  "REMIC 1 Regular Interest LTM1": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC


                                       38

<PAGE>



1. REMIC 1 Regular Interest LTM1 shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto.

                  "REMIC 1 Regular Interest LTM2": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM2 shall
accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LTM3": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM3 shall
accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LTM4": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM4 shall
accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  "REMIC 1 Regular Interest LTM5": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTM5 shall
accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

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

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


                                       39

<PAGE>



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

                  "REMIC 1 Regular Interests": REMIC 1 Regular Interest LTAA,
REMIC 1 Regular Interest LTA1A, REMIC 1 Regular Interest LTA1B, REMIC 1 Regular
Interest LTA2, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2,
REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular
Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTB,
REMIC 1 Regular Interest LTP and REMIC 1 Regular Interest LTZZ.

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

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

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

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

                  "REO Acquisition": The acquisition by the related Master
Servicer on behalf of the Trustee for the benefit of the Certificateholders of
any REO Property pursuant to Section 3.15.

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

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

                  "REO Principal Amortization": With respect to any REO
Property, for any calendar month, the excess, if any, of (a) the aggregate of
all amounts received in respect of such REO Property during such calendar month,
whether in the form of rental income, sale proceeds (including, without
limitation, that portion of the Termination Price paid in connection with a
purchase of all


                                       40

<PAGE>



of the Mortgage Loans and REO Properties pursuant to Section 10.01 that is
allocable to such REO Property) or otherwise, net of any portion of such amounts
(i) payable pursuant to Section 3.22 in respect of the proper operation,
management and maintenance of such REO Property or (ii) payable or reimbursable
to the related Master Servicer pursuant to Section 3.22 for unpaid Servicing
Fees in respect of the related Mortgage Loan and unreimbursed Servicing Advances
and Advances in respect of such REO Property or the related Mortgage Loan, over
(b) the REO Imputed Interest in respect of such REO Property for such calendar
month.

                  "REO Property": A Mortgaged Property acquired by the related
Master Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu
of foreclosure, as described in Section 3.22.

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

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

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

                  "Residual Certificate":  The Class R Certificates.

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

                  "ResMae Assignment Agreement": The Assignment and Recognition
Agreement, dated December 30, 2003, among the Depositor, GMAC Mortgage
Corporation and Residential Mortgage Assistance Enterprise, LLC, pursuant to
which certain of the Seller's rights under the ResMae Master Agreement were
assigned to the Depositor.

                  "ResMae Master Agreement": The Master Mortgage Loan Purchase
and Interim Servicing Agreement, dated February 1, 2003, between Residential
Mortgage Assistance Enterprise, LLC, ResMae Service Corporation and the Seller,
as assigned to GMAC Mortgage Corporation pursuant to the Assignment Agreement,
dated December 30, 2003, between the Seller and GMAC Mortgage Corporation.



                                       41

<PAGE>



                  "ResMae Mortgage Loans": The Mortgage Loans originated by
Residential Mortgage Assistance Enterprise, LLC as set forth on the Mortgage
Loan Schedule.

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

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

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

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

                  "Servicing Advances": All customary, reasonable and necessary
"out of pocket" costs and expenses (including reasonable attorneys' fees and
expenses) incurred by either Master Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration, inspection and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures related to a
Mortgage Loan, (iii) the management and liquidation of the REO Property and (iv)
compliance with the obligations under Sections 3.01, 3.09, 3.14, 3.16, and 3.23.
Neither Master Servicer shall be required to make any Servicing Advance that
would be a Nonrecoverable Advance.

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

                  "Servicing Fee Rate": In the case of (i) the Impac Mortgage
Loans, 0.28% per annum so long as Impac Funding Corporation is the Master
Servicer of the Impac Mortgage Loans and up to 0.50% per annum in the event that
Impac Funding Corporation is no longer the Master Servicer of the Impac Mortgage
Loans and (ii) the ResMae Mortgage Loans, 0.50% per annum.

                  "Servicing Guide": The Impac Funding Corporation Servicing
Guide attached hereto as Exhibit B.

                  "Servicing Officer": Any officer of either Master Servicer
involved in, or responsible for, the administration and servicing of Mortgage
Loans, whose name and specimen signature appear


                                       42

<PAGE>



on a list of servicing officers furnished by each Master Servicer to the Trustee
and the Depositor on the Closing Date, as such list may from time to time be
amended.

                  "Servicing Transfer Costs": Shall mean all reasonable costs
and expenses incurred by the Trustee in connection with the transfer of master
servicing from a predecessor servicer, including, without limitation, any
reasonable costs or expenses associated with the complete transfer of all master
servicing data and the completion, correction or manipulation of such master
servicing data as may be required by the Trustee to correct any errors or
insufficiencies in the master servicing data or otherwise to enable the Trustee
(or any other successor servicer appointed pursuant to Section 7.02) to service
the Mortgage Loans properly and effectively.

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

                  "Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to but not including the Distribution
Date on which the proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, the outstanding principal balance of such
Mortgage Loan as of the Cut-off Date as shown in the Mortgage Loan Schedule,
minus the sum of (i) the principal portion of each Monthly Payment due on a Due
Date subsequent to the Cut-off Date to the extent received from the Mortgagor or
advanced by the related Master Servicer and distributed pursuant to Section 4.01
on or before such date of determination, (ii) all Principal Prepayments received
after the Cut-off Date to the extent distributed pursuant to Section 4.01 on or
before such date of determination, (iii) all Liquidation Proceeds and Insurance
Proceeds to the extent distributed pursuant to Section 4.01 on or before such
date of determination, and (iv) any Realized Loss incurred with respect thereto
as a result of a Deficient Valuation made during or prior to the Due Period for
the most recent Distribution Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed, zero.
With respect to any REO Property: (a) as of any date of determination up to but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, an
amount (not less than zero) equal to the Stated Principal Balance of the related
Mortgage Loan as of the date on which such REO Property was acquired on behalf
of the Trust Fund, minus the aggregate amount of REO Principal Amortization in
respect of such REO Property for all previously ended calendar months, to the
extent distributed pursuant to Section 4.01 on or before such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, zero.

                  "Stepdown Date": The earlier to occur of (i) the Distribution
Date on which the aggregate Certificate Principal Balance of the Class A
Certificates has been reduced to zero and (ii) the later to occur of (x) the
Distribution Date occurring in January 2007 and (y) the first Distribution Date
on which the Credit Enhancement Percentage (calculated for this purpose only
after taking into account payments of principal on the Mortgage Loans but prior
to distribution of the Principal Distribution Amount to the Certificates then
entitled to distributions of principal on such Distribution Date) is equal to or
greater than 28.50%.



                                       43

<PAGE>



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

                  "Sub-Servicer Remittance Date": The 18th day of each month, or
if such day is not a Business Day, the immediately preceding Business Day.

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

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

                  "Sub-Servicing Fees": As to each Mortgage Loan, an amount,
payable out of any payment of interest on the Mortgage Loan, equal to interest
at the Sub-Servicing Fee Rate on the Stated Principal Balance of such Mortgage
Loan as of the Due Date in the calendar month preceding the month in which the
payment of the Servicing Fee is due (alternatively, in the event such payment of
interest accompanies a Principal Prepayment in full made by the Mortgagor,
interest for the number of days covered by such payment of interest).

                  "Sub-Servicing Fee Rate": With respect to each Mortgage Loan,
the per annum rate of 0.25%.

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

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

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

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

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

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

                  (a) the sum of the Delinquency Percentages for the previous
three months divided by 3 exceeds 46.50% of the Credit Enhancement Percentage or



                                       44

<PAGE>



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


                 DISTRIBUTION DATE OCCURRING IN          PERCENTAGE
                 ------------------------------          ----------
                  January 2007 to December 2007             2.00%
                  January 2008 to December 2008             3.30%
                  January 2009 to December 2009             4.20%
                  January 2010 to December 2010             4.60%
                  January 2011 to December 2011             4.80%
                  January 2012 and thereafter               5.00%

                  "Trust": Soundview Home Loan Trust 2003-2, the trust created
hereunder.

                  "Trust Fund": All of the assets of the Trust, which is the
trust created hereunder consisting of REMIC 1, REMIC 2, the Net WAC Rate
Carryover Reserve Account and the Cap Contract.

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

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

                  "Trustee Fee Rate": 0.0067% per annum.

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

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

                  "Uncertificated Principal Balance": With respect to each REMIC
1 Regular Interest, the amount of such REMIC 1 Regular Interest outstanding as
of any date of determination. As of


                                       45

<PAGE>



the Closing Date, the Uncertificated Principal Balance of each such REMIC 1
Regular Interest shall equal the amount set forth in the Preliminary Statement
hereto as its initial Uncertificated Principal Balance. On each Distribution
Date, the Uncertificated Principal Balance of each such REMIC 1 Regular Interest
shall be reduced by all distributions of principal made on such REMIC 1 Regular
Interest on such Distribution Date pursuant to Section 4.07 and, if and to the
extent necessary and appropriate, shall be further reduced on such Distribution
Date by Realized Losses as provided in Section 4.08, and the Uncertificated
Principal Balances of REMIC 1 Regular Interest LTZZ shall be increased by
interest deferrals as provided in Section 4.07.

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

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

                  "United States Person" or "U.S. Person": A citizen or resident
of the United States, a corporation, partnership (or other entity treated as a
corporation or partnership for United States federal income tax purposes)
created or organized in, or under the laws of, the United States, any state
thereof, or the District of Columbia (except in the case of a partnership, to
the extent provided in Treasury regulations) provided that, for purposes solely
of the restrictions on the transfer of Residual Certificates, no partnership or
other entity treated as a partnership for United States federal income tax
purposes shall be treated as a United States Person unless all persons that own
an interest in such partnership either directly or through any entity that is
not a corporation for United States federal income tax purposes are required by
the applicable operative agreement to be United States Persons, or an estate the
income of which from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have authority to control all substantial decisions of the trust. The
term "United States" shall have the meaning set forth in Section 7701 of the
Code or successor provisions.

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

                  "Value": With respect to any Mortgaged Property, the lesser of
(i) the lesser of (a) the value thereof as determined by an appraisal made for
the originator of the Mortgage Loan at the


                                       46

<PAGE>



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

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

                  SECTION 1.02. Accounting.

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

                  SECTION 1.03. Allocation of Certain Interest Shortfalls.

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


                                       47

<PAGE>



Mezzanine Certificates and the Class B Certificates on a PRO RATA basis based
on, and to the extent of, one month's interest at the then applicable respective
Pass-Through Rate on the respective Certificate Principal Balance of each such
Certificate and (2) the aggregate amount of any Realized Losses and Net WAC Rate
Carryover Amounts shall be allocated among the Class C Certificates on a PRO
RATA basis based on, and to the extent of, one month's interest at the then
applicable Pass- Through Rate on the Notional Amount of each such Certificate.

                  For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC 1 Regular Interests for any Distribution Date,
the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief
Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to Uncertificated Accrued Interest
payable to REMIC 1 Regular Interest LTAA and REMIC 1 Regular Interest LTZZ up to
an aggregate amount equal to the REMIC 1 Interest Loss Allocation Amount, 98%
and 2%, respectively, and thereafter among REMIC 1 Regular Interest LTAA, REMIC
1 Regular Interest LTA1A, REMIC 1 Regular Interest LTA1B, REMIC 1 Regular
Interest LTA2, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2,
REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular
Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTB and
REMIC 1 Regular Interest LTZZ PRO RATA based on, and to the extent of, one
month's interest at the then applicable respective Uncertificated REMIC 1
Pass-Through Rate on the respective Uncertificated Principal Balance of each
such REMIC 1 Regular Interest.



                                       48

<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                  SECTION 2.01. Conveyance of Mortgage Loans.

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

                  In connection with such transfer and assignment, the
Depositor, does hereby deliver to, and deposit with the Trustee, or its
designated agent (the "Custodian"), the following documents or instruments with
respect to each Original Mortgage Loan so transferred and assigned, the
following documents or instruments (with respect to each Mortgage Loan, a
"Mortgage File") :

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

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


                                       49

<PAGE>



         the case may be, certified to be a true and complete copy of the
         original submitted for recording;

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

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

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

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

                  The Depositor herewith also delivers to the Trustee an
executed copy of each of the Assignment Agreements and the Master Agreements.

                  Notwithstanding the assignment to the Trustee of the
Depositor's rights under the Master Agreements (as assigned to the Depositor
pursuant to the Assignment Agreements) pursuant to this Section 2.01, to the
extent that the Seller is required to cure any document defect or repurchase or
substitute any Mortgage Loan pursuant to this Agreement, the Trustee shall
re-assign to the Depositor or its designee any rights under the Master Agreement
which the Depositor or its designee require to pursue remedies against the
related Originator under the related Master Agreement.

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


                                       50

<PAGE>



received with respect to any Mortgage Loan, including, but not limited to, any
original documents evidencing an assumption or modification of any Mortgage
Loan.

                  Upon discovery or receipt of notice of any document that on
its face does not conform to the requirements of Section 2.01 hereof, or that a
document is missing from, a Mortgage File, the Trustee shall notify the related
Master Servicer and the related Master Servicer shall enforce the obligations of
the related Originator under the related Master Agreement to cure such defect or
deliver such missing document to the Trustee or the Custodian within 90 days. If
the related Originator does not cure such defect or deliver such missing
document within such time period, the related Master Servicer shall enforce the
obligations of the related Originator under the Master Agreement to either
repurchase or substitute for such Mortgage Loan in accordance with Section 2.03.
In connection with the foregoing, it is understood and agreed that the Trustee
shall have no duty to discover any such defects except in the course of
performing its review of the Mortgage Files to the extent set forth herein nor
shall the Trustee have any liability in respect of such defect or failure by the
related Originator to deliver any missing document within such period.

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

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

                  In the event that any Mortgage Note is endorsed in blank as of
the Closing Date, promptly following the Closing Date, the Trustee shall cause
(at the Seller's expense) such endorsements to be completed in the following
form: "Pay to the order of Deutsche Bank National Trust Company, as Trustee,
without recourse."



                                       51

<PAGE>



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

                  SECTION 2.02. Acceptance by Trustee.

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

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

                  The Trustee agrees, for the benefit of the Certificateholders,
to review, or that it has reviewed pursuant to Section 2.01 (or to cause the
Custodian to review or that it has caused the Custodian to have reviewed) each
Mortgage File on or prior to the Closing Date, with respect to each Original
Mortgage Loan (or, with respect to any document delivered after the Startup Day,
within 45 days of receipt and with respect to any Qualified Substitute Mortgage,
within 45 days after the assignment thereof). The Trustee further agrees, for
the benefit of the Certificateholders, to certify to the Depositor and the
Master Servicers in substantially the form attached hereto as Exhibit F-1,
within 45 days after the Closing Date, with respect to each Original Mortgage
Loan (or, with respect to any document delivered after the Startup Day, within
45 days of receipt and with respect to any Qualified Substitute Mortgage, within
45 days after the assignment thereof) that, as to each Mortgage Loan listed in
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any


                                       52

<PAGE>



Mortgage Loan specifically identified in the exception report annexed thereto as
not being covered by such certification), (i) all documents required to be
delivered to it pursuant to Section 2.01 of this Agreement are in its
possession, (ii) such documents have been reviewed by it and have not been
mutilated, damaged or torn and appear on their face to relate to such Mortgage
Loan and (iii) based on its examination and only as to the foregoing, the
information set forth in the Mortgage Loan Schedule that corresponds to items
(1) and (3) of the Mortgage Loan Schedule accurately reflects information set
forth in the Mortgage File. It is herein acknowledged that, in conducting such
review, the Trustee (or the Custodian, as applicable) is under no duty or
obligation to inspect, review or examine any such documents, instruments,
certificates or other papers to determine that they are genuine, legally
enforceable, valid or binding or appropriate for the represented purpose or that
they have actually been recorded or that they are other than what they purport
to be on their face.

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

                  If in the process of reviewing the Mortgage Files and making
or preparing, as the case may be, the certifications referred to above, the
Trustee (or the Custodian, as applicable) finds any document or documents
constituting a part of a Mortgage File to be missing or not to conform with
respect to any characteristics which are within the scope of the Trustee's (or
the Custodian's, as applicable) review as provided herein, at the conclusion of
its review, the Trustee shall so notify the Depositor and the related Master
Servicer. In addition, upon the discovery by the Depositor or the related Master
Servicer (or upon receipt by the Trustee of written notification of such breach)
of a breach of any of the representations and warranties made by the Originators
in the Master Agreements or the Seller pursuant to Section 2.04 in respect of
any Mortgage Loan which materially adversely affects such Mortgage Loan or the
interests of the Certificateholders in such Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties to this
Agreement.

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

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

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


                                       53

<PAGE>



Section 2.04, respectively, in respect of any Mortgage Loan which materially
adversely affects the value of such Mortgage Loan or the interest therein of the
Certificateholders, the Trustee shall promptly notify the related Master
Servicer of such defect, missing document or breach and the related Master
Servicer shall request that the related Originator deliver such missing document
or cure such defect or that the related Originator or the Seller, as applicable,
cure such breach within 90 days from the date the related Originator or the
Seller, as applicable, was notified of such missing document, defect or breach,
and if the related Originator does not deliver such missing document or cure
such defect or if the related Originator or the Seller, as applicable, does not
cure such breach in all material respects during such period, the related Master
Servicer shall enforce the related Originator's obligation under the Master
Agreement or the Seller's obligation under Section 2.04, as applicable, and
cause the related Originator or the Seller, as applicable, to repurchase such
Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the
Determination Date following the expiration of such 90 day period (subject to
Section 2.03(e)). The Purchase Price for the repurchased Mortgage Loan shall be
remitted to the related Master Servicer for deposit in the Collection Account,
and the Trustee, upon receipt of written certification from the related Master
Servicer of such deposit, shall release to the related Originator or the Seller,
as applicable, the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as the
related Originator or the Seller, as applicable, shall furnish to it and as
shall be necessary to vest in the related Originator or the Seller, as
applicable, any Mortgage Loan released pursuant hereto and the Trustee shall
have no further responsibility with regard to such Mortgage File (it being
understood that the Trustee shall have no responsibility for determining the
sufficiency of such assignment for its intended purpose). In lieu of
repurchasing any such Mortgage Loan as provided above, the related Originator or
the Seller, as applicable, may cause such Mortgage Loan to be removed from the
Trust Fund (in which case it shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(d); provided, however,
neither the Originators nor the Seller, as applicable, may substitute for any
Mortgage Loan which breaches a representation or warranty regarding abusive or
predatory lending laws. It is understood and agreed that the obligation of the
Originators and the Seller to cure or to repurchase (or to substitute for) any
Mortgage Loan as to which, in the case of the Originators only, a document is
missing or a material defect in a constituent document exists or, in the case of
the Originators and the Seller, as to which such a breach has occurred and is
continuing, shall constitute the sole remedy against the Originators and the
Seller respecting such omission, defect or breach available to the Trustee on
behalf of the Certificateholders.

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

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



                                       54

<PAGE>



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

                  For any month in which either Originator or the Seller, as
applicable, substitutes one or more Qualified Substitute Mortgage Loans for one
or more Deleted Mortgage Loans, the related Master Servicer will determine the
amount (the "Substitution Adjustment"), if any, by which the aggregate Purchase
Price of all such Deleted Mortgage Loans exceeds the aggregate, as to each such
Qualified Substitute Mortgage Loan, of the Stated Principal Balance thereof as
of the date of substitution, together with one month's interest on such Stated
Principal Balance at the applicable Mortgage Rate. On the date of such
substitution, the related Master Servicer shall enforce the related Originator's
obligation under the Master Agreement or the Seller's obligation under Section
2.04, as applicable, and cause the related Originator or the Seller, as
applicable, to deliver or cause to be delivered to the related Master Servicer
for deposit in the Collection Account an amount equal to the Substitution
Adjustment, if any, and the Trustee, upon receipt of the related Qualified
Substitute Mortgage Loan or Loans and certification by the related Master
Servicer of such deposit, shall release to the related Originator or the Seller,
as applicable, the related Mortgage File or Files and


                                       55

<PAGE>



shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as the related Originator or the Seller, as applicable,
shall deliver to it and as shall be necessary to vest therein any Deleted
Mortgage Loan released pursuant hereto.

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

                  (e) Upon discovery by the Depositor, either Master Servicer or
the Trustee that any Mortgage Loan does not constitute a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code, the party discovering such
fact shall within two Business Days give written notice thereof to the other
parties hereto. In connection therewith, the Seller or the Depositor, as the
case may be, shall repurchase or, subject to the limitations set forth in
Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for
the affected Mortgage Loan within 90 days of the earlier of discovery or receipt
of such notice with respect to such affected Mortgage Loan. Such repurchase or
substitution shall be made (i) by the Seller if the affected Mortgage Loan's
status as a non-qualified mortgage is or results from a breach of any
representation, warranty or covenant made by the Seller under Section 2.04 or
(ii) the Depositor, if the affected Mortgage Loan's status as a non-qualified
mortgage is a breach of any representation or warranty of the Depositor set
forth in Section 2.06, or if its status as a non-qualified mortgage is a breach
of no representation or warranty. Any such repurchase or substitution shall be
made in the same manner as set forth in Section 2.03(a) or 2.03(d), if made by
the Seller, or Section 2.03(b), if made by the Depositor. The Trustee shall
reconvey to the Depositor or the Seller, as the case may be, the Mortgage Loan
to be released pursuant hereto in the same manner, and on the same terms and
conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty.

                  SECTION 2.04. Representations, Warranties and Covenants of the
                                Seller.

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

                  (a) To the best of the Seller's knowledge, nothing has
occurred in the period of time from the date each representation and warranty
was assigned to the Depositor pursuant to the related Assignment Agreement to
the Closing Date which would cause such representation and warranty to be untrue
in any material respect on the Closing Date.

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



                                       56

<PAGE>



                  (c) None of the mortgage loans are (i) "High Cost" as such
term is defined in the Home Ownership Protection Act of 1994 ("HOEPA") or (ii) a
reasonably equivalent provision as defined by the applicable predatory and
abusive lending laws.

                  Within 90 days of the earlier of discovery by the Seller or
receipt of notice by the Seller of the breach of any representation, warranty or
covenant of the Seller set forth in this Section 2.04, which materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
the Seller shall take such action described in Section 2.03 in respect of such
ResMae Mortgage Loan.

                  Notwithstanding anything to the contrary set forth in Section
2.03, with respect to any breach by the Seller of a representation or warranty
made by the Seller under this Section 2.04 that materially and adversely affects
the value of a Mortgage Loan or the Mortgage Loans or the interest therein of
the Certificateholders, if the Seller would not be in breach of such
representation or warranty but for a breach by one of the Originators of a
representation and warranty made by such Originator in the related Master
Agreement, then such Originator thereunder, in the manner and to the extent set
forth therein, and not the Seller, hereunder shall be required to remedy such
breach.

                  With respect to the representations and warranties contained
in this Section 2.04 that are made to the knowledge or the best knowledge of the
Seller, or as to which the Seller has no knowledge, if it is discovered that the
substance of any such representation and warranty is inaccurate and the
inaccuracy materially and adversely affects the value of the related Mortgage
Loan, or the interest therein of the Certificateholder, then notwithstanding the
Seller's lack of knowledge with respect to the substance of such representation
and warranty being inaccurate at the time the representation and warranty was
made, such inaccuracy shall be deemed a breach of the applicable representation
and warranty and the Seller shall take such action described in Section 2.03 in
respect of such Mortgage Loan.

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

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



                                       57

<PAGE>



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

                  (i) Each Master Servicer is a corporation duly organized,
         validly existing and in good standing as a corporation under the laws
         of the state of its related incorporation and is duly authorized and
         qualified to transact any and all business contemplated by this
         Agreement to be conducted by such Master Servicer in any state in which
         a Mortgaged Property serviced by it is located or is otherwise not
         required under applicable law to effect such qualification and, in any
         event, is in compliance with the doing business laws of any such State,
         to the extent necessary to ensure its ability to enforce each Mortgage
         Loan and to service the Mortgage Loans in accordance with the terms of
         this Agreement;

                  (ii) Each 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. Each 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,
         the Trustee, the Seller and the other Master Servicer, constitutes a
         legal, valid and binding obligation of each Master Servicer,
         enforceable against it in accordance with its terms except as the
         enforceability thereof may be limited by (a) bankruptcy, insolvency,
         reorganization or similar laws affecting the enforcement of creditors'
         rights generally, (b) general principles of equity and (c) public
         policy with respect to rights of indemnity and contribution under
         applicable securities laws;

                  (iii) The execution and delivery of this Agreement by each
         Master Servicer, the servicing of the Mortgage Loans by each Master
         Servicer hereunder, the consummation by each 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 each Master Servicer and will not (A) result in a breach of
         any term or provision of the certificate of incorporation or by-laws of
         either Master Servicer or (B) conflict with, result in a breach,
         violation or acceleration of, or result in a default under, the terms
         of any other material agreement or instrument to which either Master
         Servicer is a party or by which it may be bound, or any statute, order
         or regulation applicable to either Master Servicer of any court,
         regulatory body, administrative agency or governmental body having
         jurisdiction over either Master Servicer; and neither Master Servicer
         is 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 either Master Servicer's
         knowledge, would in the future materially and adversely affect, (x) the
         ability of either Master Servicer to perform its obligations under this
         Agreement, (y) the business, operations, financial condition,
         properties or assets of either Master Servicer taken as a whole or (z)
         the legality, validity or enforceability of this Agreement;

                  (iv) Each Master Servicer is a HUD approved mortgagee pursuant
         to Section 203 and Section 211 of the National Housing Act. No event
         has occurred, including but not


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         limited to a change in insurance coverage, that would make either
         Master Servicer unable to comply with HUD eligibility requirements or
         that would require notification to HUD;

                  (v) Neither Master Servicer believes, 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;

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

                  (vii) No consent, approval, authorization or order of any
         court or governmental agency or body is required for the execution,
         delivery and performance by either Master Servicer of, or compliance by
         either 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;

                  (viii) Neither this Agreement nor any information, certificate
         of an officer, statement furnished in writing or written report
         delivered to the Trustee by either Master Servicer in connection with
         the transactions contemplated hereby contains or will contain any
         untrue statement of a material fact;

                  (ix) Neither Master Servicer will waive any Prepayment Charge
         unless it is waived in accordance with the standard set forth in
         Section 3.01;

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

                  (xi) Each Master Servicer is a member of MERS in good
         standing, and will comply in all material respects with the rules and
         procedures of MERS in connection with the servicing of the Mortgage
         Loans that are registered with MERS.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall survive delivery
of the Mortgage Files to the Trustee and shall inure to the benefit of the
Trustee, the Depositor and the Certificateholders. Upon discovery by any of the
Depositor, either Master Servicer or the Trustee of a breach of any of the
foregoing representations, warranties and covenants which materially and
adversely affects the value of any Mortgage Loan, Prepayment Charge or the
interests therein of the Certificateholders, the party discovering such breach
shall give prompt written notice (but in no event later than two Business Days
following such discovery) to the related Master Servicer and the Trustee.
Notwithstanding the foregoing, within 90


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days of the earlier of discovery by the related Master Servicer or receipt of
notice by the related Master Servicer of the breach of the representation or
covenant of the related Master Servicer set forth in Section 2.05(x) above which
materially and adversely affects the interests of the Holders of the Class P
Certificates in any Prepayment Charge, the related Master Servicer must pay the
amount of such waived Prepayment Charge, for the benefit of the Holders of the
Class P Certificates, by depositing such amount into the Collection Account. The
foregoing shall not, however, limit any remedies available to the
Certificateholders, the Depositor or the Trustee on behalf of the
Certificateholders, pursuant to the Master Agreements respecting a breach of the
representations, warranties and covenants of the Originators.

                  SECTION 2.06. Representations and Warranties of the Depositor.

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

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

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

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

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

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

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



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

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

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

                  SECTION 2.07. Issuance of Certificates.

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

                  SECTION 2.08. [Reserved].


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

                  (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the assets described in the definition of REMIC 1 for the
benefit of the holders of the REMIC 1 Regular Interests (which are
uncertificated) and the Class R Certificates (in respect of the Class R-1
Interest). The Trustee acknowledges receipt of the REMIC 1 Regular Interests
(which are uncertificated) and declares that it holds and will hold the same in
trust for the exclusive use and benefit of the holders of the REMIC 1 Regular
Interests and the Class R Certificates (in respect of the Class R-1 Interest).
The interests evidenced by the Class R-1 Interest, together with the REMIC 1
Regular Interests, constitute the entire beneficial ownership interest in REMIC
1.

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

                  (c) Concurrently with (i) the assignment and delivery to the
Trustee of REMIC 1 (including the Residual Interest therein represented by the
Class R-1 Interest) and the acceptance by the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and Section 2.09(a) and (ii) the assignment and
delivery to the Trustee of REMIC 2 (including the Residual Interest therein
represented by the Class R-2 Interest) and the acceptance by the Trustee
thereof, pursuant to Section 2.09(b), the Trustee, pursuant to the written
request of the Depositor executed by an officer of the Depositor, has executed,
authenticated and delivered to or upon the order of the Depositor, the Class R
Certificates (evidencing the Class R-1 Interest and the Class R-2 Interest) in
authorized denominations.








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                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

                  SECTION 3.01. Master Servicer to Act as Master Servicer.

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

                  The Master Servicer shall supervise, or take such actions as
are necessary to ensure, the servicing and administration of the Mortgage Loans
and any REO Property in accordance with this Agreement and its normal servicing
practices, which generally shall conform to the standards of the Servicing
Guide. To the extent of a conflict between the terms of this Agreement and the
terms of the Servicing Guide, the terms of this Agreement, the Master Servicer
shall comply with the terms of this Agreement.

                  To the extent consistent with the foregoing, the Master
Servicer shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge
only if such waiver would maximize recovery of total proceeds taking into
account the value of such Prepayment Charge and related Mortgage Loan and doing
so is standard and customary in servicing mortgage loans similar to the Mortgage
Loans (including any waiver of a Prepayment Charge in connection with a
refinancing of a Mortgage Loan that is related to a default or a reasonably
foreseeable default), and in no event will it waive a Prepayment Charge in
connection with a refinancing of a Mortgage Loan that is not related to a
default or a reasonably foreseeable default.

                  The Master Servicer may perform its responsibilities relating
to servicing through other agents or independent contractors, but shall not
thereby be released from any of its responsibilities as hereinafter set forth.
The authority of the Master Servicer, in its capacity as master servicer, and
any Sub-Servicer acting on its behalf, shall include, without limitation, the
power to (i) consult with and advise any Sub-Servicer regarding administration
of a related Mortgage Loan, (ii) approve any recommendation by a Sub-Servicer to
foreclose on a related Mortgage Loan, (iii) supervise the filing and collection
of insurance claims and take or cause to be taken such actions on behalf of the
insured Person thereunder as shall be reasonably necessary to prevent the denial
of coverage thereunder, and (iv) effectuate foreclosure or other conversion of
the ownership of the


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Mortgaged Property securing a related Mortgage Loan, including the employment of
attorneys, the institution of legal proceedings, the collection of deficiency
judgments, the acceptance of compromise proposals, the filing of claims under
any insurance policy and any other matter pertaining to a delinquent Mortgage
Loan. The authority of the Master Servicer shall include, in addition, the power
on behalf of the Certificateholders, the Trustee or any of them to (i) execute
and deliver customary consents or waivers and other instruments and documents,
(ii) consent to transfer of any related Mortgaged Property and assumptions of
the related Mortgage Notes (in the manner provided in this Agreement) and (iii)
collect any Insurance Proceeds and Liquidation Proceeds. Without limiting the
generality of the foregoing, the Master Servicer and any Sub-Servicer acting on
its behalf may, and is hereby authorized, and empowered by the Trustee to,
execute and deliver, on behalf of itself, the Certificateholders or the Trustee
or any of them, any instruments of satisfaction, cancellation, partial or full
release, discharge and all other comparable instruments, with respect to the
related Mortgage Loans, any insurance policies and the accounts related thereto,
and the Mortgaged Properties. The Master Servicer may exercise this power in its
own name or in the name of a Sub-Servicer.

                  Subject to Section 3.16, the Trustee shall execute, at the
written request of the Master Servicer, and furnish to the Master Servicer and
any Sub-Servicer such documents as are necessary or appropriate to enable the
Master Servicer or any Sub-Servicer to carry out their servicing and
administrative duties hereunder, and the Trustee hereby grants to the Master
Servicer a power of attorney to carry out such duties. The Trustee shall not be
liable for the actions of the Master Servicer or any Sub-Servicers under such
powers of attorney.

                  In accordance with the standards of the preceding paragraph,
the Master Servicer shall advance or cause to be advanced funds as necessary for
the purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties, which advances shall be reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 3.09, and further as
provided in Section 3.11; provided that the Master Servicer shall not be
obligated to make such advance if, in its good faith judgment, the Master
Servicer determines that such advance to be a Nonrecoverable Advance.

                  The Master Servicer is authorized and empowered by the
Trustee, on behalf of the Certificateholders and the Trustee, in its own name or
in the name of any Sub-Servicer, when the Master Servicer or such Sub-Servicer,
as the case may be, believes it is appropriate in its best judgment to register
any Mortgage Loan on the MERS(R) System, or cause the removal from the
registration of any Mortgage Loan on the MERS(R) System, to execute and deliver,
on behalf of the Trustee and the Certificateholders or any of them, any and all
instruments of assignment and other comparable instruments with respect to such
assignment or re-recording of a Mortgage in the name of MERS, solely as nominee
for the Trustee and its successors and assigns. Any expenses incurred in
connection with the actions described in the preceding sentence shall be borne
by the Master Servicer in accordance with Section 3.17, with no right of
reimbursement; provided, that if, as a result of MERS discontinuing or becoming
unable to continue operations in connection with the MERS System, it becomes
necessary to remove any Mortgage Loan from registration on the MERS System and
to arrange for the assignment of the related Mortgages to the Trustee, then any
related expenses shall be reimbursable to the Master Servicer from the Trust
Fund.



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<PAGE>



                  Notwithstanding anything in this Agreement to the contrary,
the Master Servicer shall not (unless the Mortgagor is in default with respect
to the Mortgage Loan or such default is, in the judgment of the Master Servicer,
reasonably foreseeable) make or permit any modification, waiver or amendment of
any term of any Mortgage Loan that would both (i) effect an exchange or
reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury
regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify
as a REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions" after the startup date under the REMIC
Provisions.

                  The relationship of the Master Servicer (and of any successor
to the Master Servicer under this Agreement) to the Trustee under this Agreement
is intended by the parties to be that of an independent contractor and not that
of a joint venturer, partner or agent.

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

                  (a) The Master Servicer may enter into Sub-Servicing
Agreements with Sub- Servicers for the servicing and administration of the
Mortgage Loans and for the performance of any and all other activities of the
Master Servicer hereunder; provided, however, that such agreements would not
result in a withdrawal or a downgrading by any Rating Agency of its rating on
any Class of Certificates. Each Sub-Servicer shall be either (i) an institution
the accounts of which are insured by the FDIC or (ii) another entity that
engages in the business of originating or servicing mortgage loans comparable to
the Mortgage Loans, and in either case shall be authorized to transact business
in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to enable
the Sub-Servicer to perform its obligations hereunder and under the
Sub-Servicing Agreement, and in either case shall be a Freddie Mac or Fannie Mae
approved mortgage servicer. Any Sub-Servicing Agreement entered into by the
Master Servicer shall include the provision that such Agreement may be
immediately terminated (x) with cause and without any termination fee by any
Master Servicer hereunder or (y) without cause in which case the Master Servicer
shall be responsible for any termination fee or penalty resulting therefrom. In
addition, each Sub-Servicing Agreement shall provide for servicing of the
Mortgage Loans consistent with the terms of this Agreement. The Master Servicer
and the Sub-Servicers may enter into Sub-Servicing Agreements and make
amendments to the Sub-Servicing Agreements or enter into different forms of
Sub-Servicing Agreements providing for, among other things, the delegation by
the Master Servicer to a Sub-Servicer of additional duties regarding the
administration of the Mortgage Loans; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of this Agreement, and that no such amendment or different form shall
be made or entered into which could be reasonably expected to be materially
adverse to the interests of the Certificateholders, without the consent of the
Holders of Certificates entitled to at least 51% of the Voting Rights.

                  (b) As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Sub-Servicing Agreements and the pursuit
of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the


                                       65

<PAGE>



Master Servicer, in its good faith business judgment, would require were it the
owner of the related Mortgage Loans. The Master Servicer shall pay the costs of
such enforcement at its own expense, but shall be reimbursed therefor only (i)
from a general recovery resulting from such enforcement only to the extent, if
any, that such recovery exceeds all amounts due in respect of the related
Mortgage Loan or (ii) from a specific recovery of costs, expenses or attorneys'
fees against the party against whom such enforcement is directed.

                  (c) Impac Funding Corporation represents that it has entered
into a contract regarding the sale of sub-servicing rights with respect to
substantially all of the Impac Mortgage Loans with GMAC Mortgage Corporation and
shall transfer the subservicing of substantially all of the Impac Mortgage Loans
to GMAC Mortgage Corporation on or about February 1, 2004. The Trustee hereby
consents to such transfer.

                  (d) The Master Servicer represents that it will cause any
Sub-Servicer to accurately and fully report its borrower credit files to all
three credit repositories in a timely manner.

                  SECTION 3.03. Successor Sub-Servicers.

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

                  SECTION 3.04. Liability of the Master Servicer.

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



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

                  Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such and not as an originator shall be deemed to be between
the Sub-Servicer and the Master Servicer alone, and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer
except as set forth in Section 3.06. The Master Servicer (or Sub-Servicer) shall
be liable for the payment of any franchise taxes which may be assessed by the
California Franchise Tax Board in connection with the activities of the Trust
under this Agreement.

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

                  (a) If the Trustee or its designee shall assume the master
servicing obligations of the Master Servicer in accordance with Section 7.02
below, the Trustee, to the extent necessary to permit the Trustee to carry out
the provisions of Section 7.02 with respect to the Mortgage Loans, shall succeed
to all of the rights and obligations of the Master Servicer under each of the
Sub- Servicing Agreements. In such event, the Trustee or its designee as the
successor master servicer shall be deemed to have assumed all of the Master
Servicer's rights and obligations therein and to have replaced the Master
Servicer as a party to such Sub-Servicing Agreements to the same extent as if
such Sub-Servicing Agreements had been assigned to the Trustee or its designee
as a successor master servicer, except that the Trustee or its designee as a
successor master servicer shall not be deemed to have assumed any obligations or
liabilities of the Master Servicer arising prior to such assumption (other than
the obligation to make any Advances hereunder pursuant to Section 7.01(b)) and
the Master Servicer shall not thereby be relieved of any liability or
obligations under such Sub- Servicing Agreements arising prior to such
assumption. Nothing in the foregoing shall be deemed to entitle the Trustee or
its designee as a successor master servicer at any time to receive any portion
of the servicing compensation provided under Section 3.17 except for such
portion as the Master Servicer would be entitled to receive.

                  (b) In the event that the Trustee or its designee as successor
master servicer for the Trustee assumes the servicing obligations of the Master
Servicer under Section 7.02, upon the reasonable request of the Trustee or such
designee as successor master servicer the Master Servicer shall at its own
expense deliver to the Trustee, or at its written request to such designee,
photocopies of all documents, files and records, electronic or otherwise,
relating to the Sub-Servicing Agreements and the related Mortgage Loans or REO
Property then being serviced and an accounting of amounts collected and held by
it, if any, and will otherwise cooperate and use its reasonable efforts to
effect the orderly and efficient transfer of the Sub-Servicing Agreements, or
responsibilities hereunder to the Trustee, or at its written request to such
designee as successor master servicer.

                  SECTION 3.07. Collection of Certain Mortgage Loan Payments.

                  (a) The Master Servicer will coordinate and monitor
remittances by Sub-Servicers to the Master Servicer with respect to the Mortgage
Loans in accordance with this Agreement.


                                       67

<PAGE>



                  (b) The Master Servicer shall make its reasonable efforts to
collect or cause to be collected all payments required under the terms and
provisions of the Mortgage Loans and shall follow, and use its reasonable
efforts to cause Sub-Servicers to follow, collection procedures comparable to
the collection procedures of used when servicing mortgage loans for their own
account to the extent such procedures shall be consistent with this Agreement.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive or permit to be waived any late payment charge, assumption fee, or any
penalty interest in connection with the prepayment of a Mortgage Loan and (ii)
suspend or reduce or permit to be suspended or reduced regular monthly payments
for a period of up to six months, or arrange or permit an arrangement with a
Mortgagor for a scheduled liquidation of delinquencies. In the event the Master
Servicer shall consent to the deferment of the due dates for payments due on a
Mortgage Note, the Master Servicer shall nonetheless make an Advance or shall
cause the related Sub-Servicer to make an advance to the same extent as if such
installment were due, owing and delinquent and had not been deferred through
liquidation of the Mortgaged Property; PROVIDED, HOWEVER, that the obligation of
the Master Servicer or related Sub-Servicer to make an Advance shall apply only
to the extent that the Master Servicer believes, in good faith, that such
advances are not Nonrecoverable Advances.

                  (c) On each Determination Date, with respect to each Mortgage
Loan for which during the related Prepayment Period the Master Servicer has
determined that all amounts which it expects to recover from or on account of
each such Mortgage Loan have been recovered and that no further Liquidation
Proceeds will be received in connection therewith, the Master Servicer shall
provide to the Trustee a certificate of a Servicing Officer that such Mortgage
Loan became a Liquidated Mortgage Loan in a Cash Liquidation or REO Disposition.

                  The Master Servicer shall make reasonable efforts to collect
all payments called for under the terms and provisions of the Mortgage Loans,
and shall, to the extent such procedures shall be consistent with this Agreement
and the terms and provisions of any related insurance policy, follow such
collection procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. The Master
Servicer shall not be required to institute or join in litigation with respect
to collection of any payment (whether under a Mortgage, Mortgage Note, Primary
Hazard Insurance Policy or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that it is prohibited by applicable law from enforcing the provision of the
Mortgage or other instrument pursuant to which such payment is required. The
Master Servicer shall be responsible for preparing and distributing all
information statements relating to payments on the Mortgage Loans, in accordance
with all applicable federal and state tax laws and regulations.

                  SECTION 3.08. Sub-Servicing Accounts.

                  In those cases where a Sub-Servicer is servicing a Mortgage
Loan pursuant to a Sub- Servicing Agreement, the Sub-Servicer will be required
to establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account and shall
otherwise be acceptable to the Master Servicer. All amounts held in a
Sub-Servicing Account shall be held in trust for the Trustee for the benefit of
the Certificateholders. Any investment of funds held in such an account shall be
in Permitted Investments maturing not later than the Business Day immediately
preceding the next Sub-Servicer Remittance Date. The Sub-



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Servicer will be required to deposit into the Sub-Servicing Account no later
than two Business Days after receipt all proceeds of Mortgage Loans received by
the Sub-Servicer, less its servicing compensation and any unreimbursed expenses
and advances, to the extent permitted by the Sub- Servicing Agreement. On each
Sub-Servicer Remittance Date, the Sub-Servicer will be required to remit to the
Master Servicer for deposit in the Collection Account all funds held in the
Sub-Servicing Account with respect to any Mortgage Loan as of the Sub-Servicer
Remittance Date, after deducting from such remittance an amount equal to the
servicing compensation (including interest on Permitted Investments) and
unreimbursed expenses and advances to which it is then entitled pursuant to the
related Sub-Servicing Agreement, to the extent not previously paid to or
retained by it. In addition, on each Sub-Servicer Remittance Date, the
Sub-Servicer will be required to remit to the Master Servicer any amounts
required to be advanced pursuant to the related Sub-Servicing Agreement. The
Sub-Servicer will also be required to remit to the Master Servicer, within five
Business Days of receipt, the proceeds of any Principal Prepayment made by the
Mortgagor, and, on each Sub-Servicer Remittance Date, the amount of any
Insurance Proceeds or Liquidation Proceeds received during the related
Prepayment Period.

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

                  The Master Servicer and the Sub-Servicers shall establish and
maintain one or more accounts (the "Servicing Accounts"), and shall deposit and
retain therein all collections from the Mortgagors (or related advances from
Sub-Servicers) for the payment of taxes, assessments, Primary Hazard Insurance
Policy premiums, and comparable items for the account of the Mortgagors, to the
extent that the Master Servicer customarily escrows for such amounts.
Withdrawals of amounts so collected from a Servicing Account may be made only to
(i) effect payment of taxes, assessments, Primary Hazard Insurance Policy
premiums and comparable items; (ii) reimburse the Master Servicer (or a
Sub-Servicer to the extent provided in the related Sub-Servicing Agreement) out
of related collections for any payments made pursuant to Sections 3.01 (with
respect to taxes and assessments), and 3.13 (with respect to Primary Hazard
Insurance Policies); (iii) refund to Mortgagors any sums as may be determined to
be overages; or (iv) clear and terminate the Servicing Account at the
termination of this Agreement pursuant to Section 10.01. As part of its
servicing duties, the Master Servicer or Sub-Servicers shall, if and to the
extent required by law, pay to the Mortgagors interest on funds in Servicing
Accounts from its or their own funds, without any reimbursement therefor. Any
interest or funds earned on amounts on deposit the Servicing Accounts in excess
of amounts paid to the Mortgagors pursuant to the immediately preceding sentence
may be retained by the Master Servicer.

                  SECTION 3.10. Collection Account.

                  (a) The Master Servicer shall establish and maintain one or
more accounts (collectively, the "Collection Account") in which the Master
Servicer shall deposit or cause to be deposited on a daily basis, or as and when
received from the Sub-Servicers, the following payments and collections received
or made by or on behalf of it subsequent to the Cut-off Date , or received by it
prior to the Cut-off Date but allocable to a period subsequent thereto (other
than in respect of principal and interest on the Mortgage Loans due on or before
the Cut-off Date):



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                  (i) all payments (including advances by a Sub-Servicer) on
         account of principal, including Principal Prepayments, on the Mortgage
         Loans;

                  (ii) all payments (including advances by a Sub-Servicer) on
         account of interest on the Mortgage Loans, net of any portion thereof
         retained by the Master Servicer or any Sub-Servicer as Servicing Fees;

                  (iii) all Insurance Proceeds, other than proceeds that
         represent reimbursement of costs and expenses incurred by the Master
         Servicer or any Sub-Servicer in connection with presenting claims under
         any related insurance policies, Liquidation Proceeds and REO Proceeds;

                  (iv) all proceeds of any Mortgage Loan or REO Property
         repurchased or purchased in accordance with Sections 2.03, 3.14 or
         10.01; and all amounts required to be deposited in connection with the
         substitution of a Qualified Substitute Mortgage Loan pursuant to
         Section 2.03; and

                  (v) any amounts required to be deposited pursuant to Section
         3.12, 3.13, 3.15 or 3.22.

                  The foregoing requirements for deposit in the Collection
Account shall be exclusive. In the event the Master Servicer shall deposit in
the Collection Account any amount not required to be deposited therein, it may
withdraw such amount from the Collection Account, any provision herein to the
contrary notwithstanding. The Collection Account shall be maintained as a
segregated account, separate and apart from trust funds created for mortgage
pass-through certificates of other series, and the other accounts of the Master
Servicer.

                  (b) Funds in the Collection Account may be invested in
Permitted Investments in accordance with the provisions set forth in Section
3.12. The Master Servicer shall give notice to the Trustee and the Depositor of
the location of the Collection Account after any change thereof.

                  SECTION 3.11. Permitted Withdrawals From the Collection
                                Account.

                  The Master Servicer may, from time to time as provided herein,
make withdrawals from the Collection Account of amounts on deposit therein
pursuant to Section 3.10 that are attributable to the Mortgage Loans for the
following purposes:

                  (i) to make deposits into the Distribution Account in the
         amounts and in the manner provided for in Section 4.01;

                  (ii) to pay to itself, the Depositor, the Seller, the related
         Originator or any other appropriate person, as the case may be, with
         respect to each Mortgage Loan that has previously been purchased or
         repurchased pursuant to Sections 2.03, 2.04, 3.14 or 10.01 all amounts
         received thereon and not yet distributed as of the date of purchase or
         repurchase;



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                  (iii) to reimburse itself or any Sub-Servicer for Advances not
         previously reimbursed, the Master Servicer's or any Sub-Servicer's
         right to reimbursement pursuant to this clause (iii) being limited to
         amounts received which represent Late Collections (net of the related
         Servicing Fees) of Monthly Payments on Mortgage Loans with respect to
         which such Advances were made and as further provided in Section 3.15;

                  (iv) to reimburse or pay itself, the Trustee or the Depositor
         for expenses incurred by or reimbursable to the Master Servicer, the
         Trustee or the Depositor pursuant to Sections 3.22, 6.03, 8.05 or
         9.01(g), except as otherwise provided in such Sections hereof;

                  (v) to reimburse itself or any Sub-Servicer for costs and
         expenses incurred by or reimbursable to it relating to the prosecution
         of any claims pursuant to Section 3.13 that are in excess of the
         amounts so recovered;

                  (vi) to reimburse itself or any Sub-Servicer for unpaid
         Servicing Fees, Sub- Servicing Fees and unreimbursed Servicing
         Advances, the Master Servicer's or any Sub- Servicer's right to
         reimbursement pursuant to this clause (vi) with respect to any Mortgage
         Loan being limited to late recoveries of the payments for which such
         advances were made pursuant to Section 3.01 or Section 3.09 and any
         other related Late Collections;

                  (vii) to pay itself as servicing compensation (in addition to
         the Master Servicing Fee and Sub-Servicing Fee), on or after each
         Distribution Date, any interest or investment income earned on funds
         deposited in the Collection Account for the period ending on such
         Distribution Date;

                  (viii) to reimburse itself or any Sub-Servicer for any Advance
         or Servicing Advance previously made, after a Realized Loss has been
         allocated with respect to the related Mortgage Loan if the Advance or
         Servicing Advance was not reimbursed pursuant to clauses (iii) and
         (vi); and

                  (ix) to clear and terminate the Collection Account at the
         termination of this Agreement pursuant to Section 10.01.

                  The Master Servicer shall keep and maintain separate
accounting records on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any withdrawal from the Collection Account pursuant to such
subclauses (ii) through (x).

                  SECTION 3.12. Permitted Investments.

                  Any institution maintaining the Collection Account shall at
the direction of the Master Servicer invest the funds in such account in
Permitted Investments, each of which shall mature not later than (i) the
Business Day immediately preceding the date on which such funds are required to
be withdrawn from such account pursuant to this Agreement, if a Person other
than the Trustee is the obligor thereon, and (ii) no later than the date on
which such funds are required to be withdrawn from such account pursuant to this
Agreement, if the Trustee is the obligor thereon and shall not be sold or
disposed of prior to its maturity. All income and gain realized from any such
investment as


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well as any interest earned on deposits in the Collection Account shall be for
the benefit of the Master Servicer. The Master Servicer shall deposit in the
Collection Account an amount equal to the amount of any loss incurred in respect
of any such investment immediately upon realization of such loss without right
of reimbursement. Amounts on deposit in the Distribution Account shall remain
uninvested.

                  The Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Trustee's economic
self-interest for (i) serving as investment adviser, administrator, shareholder
servicing agent, custodian or sub-custodian with respect to certain of the
Permitted Investments, (ii) using Affiliates to effect transactions in certain
Permitted Investments and (iii) effecting transactions in certain Permitted
Investments.

                  SECTION 3.13. Maintenance of Primary Hazard Insurance.

                  The Master Servicer shall cause to be maintained for each
Mortgage Loan primary hazard insurance by a Qualified Insurer or other insurer
satisfactory to the Rating Agencies with extended coverage on the related
Mortgaged Property in an amount equal to the lesser of (i) 100% of the
replacement value of the improvements, as determined by the insurance company,
on such Mortgaged Property or (ii) the unpaid Principal Balance of the Mortgage
Loan. The Master Servicer shall also cause to be maintained on property acquired
upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan, fire
insurance with extended coverage in an amount equal to the replacement value of
the improvements thereon. Any costs incurred in maintaining any insurance
described in this Section 3.13 (other than any deductible described in the last
paragraph hereof) shall be recoverable as a Servicing Advance. The Master
Servicer shall not be obligated to advance any amounts pursuant to this Section
3.13 if, in its good faith judgment, the Master Servicer determines that such
advance would be a Nonrecoverable Advance. Pursuant to Section 3.10, any amounts
collected by the Master Servicer under any such policies (other than amounts to
be applied to the restoration or repair of the related Mortgaged Property or
property thus acquired or amounts released to the Mortgagor in accordance with
the Master Servicer's normal servicing procedures) shall be deposited in the
Collection Account, subject to withdrawal pursuant to Section 3.11. Any cost
incurred by the Master Servicer in maintaining any such insurance shall not, for
the purpose of calculating monthly distributions to Certificateholders, be added
to the amount owing under the Mortgage Loan, notwithstanding that the terms of
the Mortgage Loan so permit. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage 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.

                  The Master Servicer shall, or shall cause the related
Sub-Servicer to, exercise its best reasonable efforts to maintain and keep in
full force and effect each Primary Insurance Policy by a Qualified Insurer, or
other insurer satisfactory to the Rating Agencies, with respect to each first
lien Mortgage Loan as to which as of the Cut-Off Date such a Primary Insurance
Policy was in effect (or, in the case of a Qualified Substitute Mortgage Loan,
the date of substitution) and the original principal amount of the related
Mortgage Note exceeded 80% of the Collateral Value in an amount at least equal
to the excess of such original principal amount over 75% of such Collateral
Value until the principal amount of any such first lien Mortgage Loan is reduced
below 80% of the Collateral


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Value or, based upon a new appraisal, the principal amount of such first lien
Mortgage Loan represents less than 80% of the new appraised value. The Master
Servicer shall, or shall cause the related Sub-Servicer to, effect the timely
payment of the premium on each Primary Insurance Policy. The Master Servicer and
the related Sub-Servicer shall have the power to substitute for any Primary
Insurance Policy another substantially equivalent policy issued by another
Qualified Insurer, PROVIDED, THAT, such substitution shall be subject to the
condition that it will not cause the ratings on the Certificates to be
downgraded or withdrawn, as evidenced in writing from each Rating Agency.

                  No earthquake or other additional insurance is to be required
of any Mortgagor or maintained on property acquired with respect to a security
instrument other than pursuant to such applicable laws and regulations as shall
at any time be in force and shall require such additional insurance. When, at
the time of origination of the Mortgage Loan or at any subsequent time, the
Mortgaged Property is located in a federally designated special flood hazard
area, the Master Servicer shall cause with respect to the Mortgage Loans and
each REO Property flood insurance (to the extent available and in accordance
with mortgage servicing industry practice) to be maintained. Such flood
insurance shall cover the Mortgaged Property, including all items taken into
account in arriving at the Value on which the Mortgage Loan was based, and shall
be in an amount equal to the lesser of (i) the Stated Principal Balance of the
related Mortgage Loan and (ii) the minimum amount required under the terms of
coverage to compensate for any damage or loss on a replacement cost basis, but
not more than the maximum amount of such insurance available for the related
Mortgaged Property under either the regular or emergency programs of the
National Flood Insurance Program (assuming that the area in which such Mortgaged
Property is located is participating in such program). Unless applicable state
law requires a higher deductible, the deductible on such flood insurance may not
exceed $1,000 or 1% of the applicable amount of coverage, whichever is less.

                  In the event that the Master Servicer shall obtain and
maintain a blanket fire insurance policy with extended coverage insuring against
hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to
have satisfied its obligations as set forth in the first two sentences of this
Section 3.13, it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy
complying with the first two sentences of this Section 3.13 and there shall have
been a loss which would have been covered by such policy, deposit in the
Collection Account from its own funds the amount not otherwise payable under the
blanket policy because of such deductible clause. Any such deposit by the Master
Servicer shall be made on the Master Servicer Remittance Date next preceding the
Distribution Date which occurs in the month following the month in which
payments under any such policy would have been deposited in the Collection
Account. Any such deposit shall not be deemed Servicing Advances and the Master
Servicer shall not be entitled to reimbursement therefor. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Master
Servicer agrees to present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket policy.

                  SECTION 3.14. Enforcement of Due-on-Sale Clauses; Assumption
                                Agreements.

                  The Master Servicer will, to the extent it has knowledge of
any conveyance or prospective conveyance by any Mortgagor of the Mortgaged
Property (whether by absolute


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conveyance or by contract of sale, and whether or not the Mortgagor remains or
is to remain liable under the Mortgage Note or the Mortgage), exercise or cause
to be exercised its rights to accelerate the maturity of such Mortgage Loan
under any "due-on-sale" clause applicable thereto; PROVIDED, HOWEVER, that the
Master Servicer shall not exercise any such rights if it reasonably believes
that it is prohibited by law from doing so. The Master Servicer or the related
Sub-Servicer may repurchase a Mortgage Loan at the Purchase Price when the
Master Servicer requires acceleration of the Mortgage Loan, but only if the
Master Servicer is satisfied, as evidenced by an Officer's Certificate delivered
to the Trustee, that either (i) such Mortgage Loan is in default or default is
reasonably foreseeable or (ii) if such Mortgage Loan is not in default or
default is not reasonably foreseeable, such repurchase will have no adverse tax
consequences for the Trust Fund or any Certificateholder. If the Master Servicer
is unable to enforce such "due-on-sale" clause (as provided in the second
preceding sentence) or if no "due-on-sale" clause is applicable, the Master
Servicer or the Sub- Servicer is authorized to enter into an assumption and
modification agreement with the Person to whom such property has been conveyed
or is proposed to be conveyed, pursuant to which such Person becomes liable
under the Mortgage Note and, to the extent permitted by applicable state law,
the Mortgagor remains liable thereon; PROVIDED, HOWEVER, that the Master
Servicer shall not enter into any assumption and modification agreement if the
coverage provided under the Primary Insurance Policy, if any, would be impaired
by doing so. The Master Servicer shall notify the Trustee, whenever possible,
before the completion of such assumption agreement, and shall forward to the
Trustee the original copy of such assumption agreement, which copy shall be
added by the Trustee to the related Mortgage File and which shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. In connection with
any such assumption agreement, the Mortgage Rate on the related Mortgage Loan
shall not be changed and no other material alterations in the Mortgage Loan
shall be made unless such material alteration would not cause any REMIC to fail
to qualify as a REMIC for federal income tax purposes, as evidenced by an
Opinion of Counsel. The Master Servicer is also authorized to enter into a
substitution of liability agreement with such Person, pursuant to which the
original Mortgagor is released from liability and such Person is substituted as
the Mortgagor and becomes liable under the Mortgage Note. Any fee collected by
or on behalf of the Master Servicer for entering into an assumption or
substitution of liability agreement will be retained by or on behalf of the
Master Servicer as additional servicing compensation. In connection with any
such assumption, no material term of the Mortgage Note (including but not
limited to the Mortgage Rate, the amount of the Monthly Payment and any other
term affecting the amount or timing of payment on the Mortgage Loan) may be
changed. The Master Servicer shall not enter into any substitution or assumption
if such substitution or assumption shall (i) both constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or Treasury regulations promulgated thereunder) and cause any REMIC to
fail to qualify as a REMIC under the REMIC Provisions or (ii) cause the
imposition of any tax on "prohibited transactions" or "contributions" after the
Startup Day under the REMIC Provisions. The Master Servicer shall notify the
Trustee that any such substitution or assumption agreement has been completed by
forwarding to the Trustee the original copy of such substitution or assumption
agreement, which copy shall be added to the related Mortgage File and shall, for
all purposes, be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting a part thereof. A portion equal
to up to 2% of the Value of the related Mortgage Loan, of any fee or additional
interest collected by the related Sub-Servicer for consenting in any such
conveyance or entering into any such assumption agreement may be retained by the
related Sub-Servicer as additional servicing compensation.


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                  Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Master Servicer shall not be deemed to be in default,
breach or any other violation of its obligations hereunder by reason of any
assumption of a Mortgage Loan by operation of law or any assumption that the
Master Servicer may be restricted by law from preventing, for any reason
whatsoever. For purposes of this Section 3.14, the term "assumption" is deemed
to also include a sale of a Mortgaged Property that is not accompanied by an
assumption or substitution of liability agreement.

                  SECTION 3.15. Realization Upon Defaulted Mortgage Loans.

                  The Master Servicer shall exercise reasonable efforts,
consistent with the procedures that the Master Servicer would use in servicing
loans for its own account, to foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07, and which are not released from the Trust Fund
pursuant to any other provision hereof. The Master Servicer shall use reasonable
efforts to realize proceeds from such defaulted Mortgage Loans in such manner
(including short sales and passing through to the Trust Fund less than the full
amount it expects to receive from the related Mortgage Loan) as will maximize
the receipt of principal and interest by Certificateholders, taking into
account, among other things, the timing of foreclosure proceedings. The
foregoing is subject to the provisions that, in any case in which Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Master Servicer
shall not be required to expend its own funds toward the restoration of such
property unless it shall determine in its sole discretion (i) that such
restoration will increase the net proceeds of liquidation of the related
Mortgage Loan to Certificateholders after reimbursement to itself for such
expenses, and (ii) that such expenses will be recoverable by the Master Servicer
through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged
Property, as contemplated in Section 3.11. The Master Servicer shall be
responsible for all other costs and expenses incurred by it in any such
proceedings; PROVIDED, HOWEVER, that it shall be entitled to reimbursement
thereof from the related property, as contemplated in Section 3.11.

                  The proceeds of any Cash Liquidation or REO Disposition, as
well as any recovery resulting from a partial collection of Insurance Proceeds
or Liquidation Proceeds or any income from an REO Property, will be deposited
into the Collection Account and applied in the following order of priority:
first, to reimburse the Master Servicer or any Sub-Servicer for any related
unreimbursed Servicing Advances, pursuant to Section 3.11(vi) or 3.22; second,
to accrued and unpaid interest on the Mortgage Loan or REO Imputed Interest, at
the Mortgage Rate, to the date of the Cash Liquidation or REO Disposition, or to
the Due Date prior to the Distribution Date on which such amounts are to be
distributed if not in connection with a Cash Liquidation or REO Disposition; and
third, as a recovery of principal of the Mortgage Loan. If the amount of the
recovery so allocated to interest is less than a full recovery thereof, that
amount will be allocated as follows: first, to unpaid Servicing Fees; and
second, to interest at the Net Mortgage Rate. The portion of the recovery so
allocated to unpaid Servicing Fees shall be reimbursed to the Master Servicer or
any Sub-Servicer pursuant to Section 3.11(vi). The portions of the recovery so
allocated to interest at the Net Mortgage Rate and to principal of the Mortgage
Loan shall be applied as follows: first, to reimburse the Master Servicer or any
Sub-Servicer for any related unreimbursed Advances in accordance with


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Section 3.11(iii) or 3.22 and second, for payment to the Trustee and
distribution to the Certificateholders in accordance with the provisions of
Section 4.01, subject to Section 3.22 with respect to certain recoveries from an
REO Disposition constituting Excess Proceeds. To the extent the Master Servicer
receives additional recoveries following a Cash Liquidation, the amount of the
Realized Loss will be restated, and the additional recoveries will be passed
through the Trust Fund as Liquidation Proceeds.

                  SECTION 3.16. Trustee to Cooperate; Release of Mortgage Files.

                  Upon the payment in full of any Mortgage Loan, or the receipt
by the Master Servicer of a notification that payment in full shall be escrowed
in a manner customary for such purposes, the Master Servicer will immediately
notify the Trustee by a certification (which certification shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.10 have been or will be so deposited)
of a Servicing Officer and shall request delivery to it of the Mortgage File in
the form of the Request for Release attached hereto as Exhibit E. Upon receipt
of such certification and request, the Trustee shall promptly release the
related Mortgage File to the Master Servicer. Subject to the receipt by the
Master Servicer of the proceeds of such payment in full and the payment of all
related fees and expenses, the Master Servicer shall arrange for the release to
the Mortgagor of the original canceled Mortgage Note. In connection with the
satisfaction of any MOM Loan, the Master Servicer is authorized to cause the
removal from the registration on the MERS(R) System of such Mortgage. All other
documents in the Mortgage File shall be retained by the Master Servicer to the
extent required by applicable law. The Master Servicer shall provide for
preparation of the appropriate instrument of satisfaction covering any Mortgage
Loan which pays in full and the Trustee shall cooperate in the execution and
return of such instrument to provide for its delivery or recording as may be
required. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Collection Account or the
Distribution Account.

                  From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loan, the Trustee shall, upon
request of the Master Servicer and delivery to the Trustee of a Request for
Release in the form attached hereto as Exhibit E, release the related Mortgage
File to the Master Servicer and the Trustee shall execute such documents as the
Master Servicer shall prepare and request as being necessary to the prosecution
of any such proceedings. Such Request for Release shall obligate the Master
Servicer to return each document previously requested from the Mortgage File to
the Trustee when the need therefor by the Master Servicer no longer exists; and
in any event within 21 days of the Master Servicer's receipt thereof, unless the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Collection Account or the Mortgage File
or such document has been delivered to an attorney, or to a public trustee or
other public official as required by law, for purposes of initiating or pursuing
legal action or other proceedings for the foreclosure of the Mortgaged Property
either judicially or non- judicially, and the Master Servicer has delivered to
the Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. Upon receipt of a Request for
Release stating that such Mortgage Loan was liquidated and that all amounts
received or to be received in


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connection with such liquidation which are required to be deposited into the
Collection Account have been or will be so deposited, or that such Mortgage Loan
has become an REO Property, a copy of the Request for Release shall be released
by the Trustee to the Master Servicer.

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

                  SECTION 3.17. Servicing Compensation.

                  As compensation for its activities hereunder, the Master
Servicer shall be entitled to withhold and retain, from deposits to the
Collection Account of amounts representing payments or recoveries of interest,
the Servicing Fees with respect to each Mortgage Loan (less any portion of such
amounts retained by any Sub-Servicer). In addition, the Master Servicer shall be
entitled to recover unpaid Servicing Fees out of related Late Collections to the
extent permitted in Section 3.11.

                  Each Sub-Servicing Agreement shall permit the related
Sub-Servicer to retain the Sub-Servicer Fees from collections on the related
Mortgage Loans, or shall provide that the Sub- Servicer be paid directly by the
Master Servicer from collections on the related Mortgage Loans. To the extent
the Master Servicer directly services a Mortgage Loan, the Master Servicer shall
be entitled to retain the Sub-Servicing Fees for that Mortgage Loan.

                  The Master Servicer also shall be entitled pursuant to Section
3.11 to receive from the Collection Account as additional servicing compensation
interest or other income earned on deposits therein, subject to Section 3.23, as
well as any assumption fees, late payment charges, reconveyance fees and other
similar fees and charges. The Master Servicer shall not be entitled to retain
any Prepayment Charges. The Master Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of the premiums for any blanket policy insuring against
hazard losses pursuant to Section 3.13 and servicing compensation of the
Sub-Servicer to the extent not retained by it), and shall not be entitled to
reimbursement therefor except as specifically provided in Section 3.11. The
Servicing Fee may not be transformed in whole or in part except in connection
with the transfer of all of the Master Servicer's responsibilities and
obligations under this Agreement.

                  Any Prepayment Charges shall be remitted to the Trustee for
distribution to the Holders of the Class P Certificates. The Master Servicer
shall be required to pay all expenses incurred by it in connection with its
servicing activities hereunder (including payment of the premiums for any
blanket policy insuring against hazard losses pursuant to Section 3.13 and


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servicing compensation of the Sub-Servicer to the extent not retained by it),
and shall not be entitled to reimbursement therefor except as specifically
provided in Section 3.11. The Servicing Fee may not be transferred in whole or
in part except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement.

                  SECTION 3.18. Maintenance of Certain Servicing Policies.

                  The Master Servicer shall obtain and maintain at its own
expense and shall cause each Sub-Servicer to obtain and maintain for the
duration of this Agreement a blanket fidelity bond and an errors and omissions
insurance policy covering the Master Servicer's and such Sub-Servicer's
officers, employees and other persons acting on its behalf in connection with
its activities under this Agreement. The amount of coverage shall be at least
equal to the coverage maintained by the Master Servicer or Sub-Servicer in order
to be acceptable to Fannie Mae or Freddie Mac to service loans for it or
otherwise in an amount as is commercially available at a cost that is generally
not regarded as excessive by industry standards. The Master Servicer shall
promptly notify the Trustee in writing of any material change in the terms of
such bond or policy. The Master Servicer shall provide annually to the Trustee a
certificate of insurance that such bond and policy are in effect. If any such
bond or policy ceases to be in effect, the Master Servicer shall, to the extent
possible, give the Trustee ten days' notice prior to any such cessation and
shall use its reasonable best efforts to obtain a comparable replacement bond or
policy, as the case may be.

                  SECTION 3.19. Annual Statement as to Compliance.

                  Not later than the earlier of (a) March 15th of each calendar
year (other than the calendar year during which the Closing Date occurs) or (b)
with respect to any calendar year during which the Depositor's annual report on
Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, 15 Business Days before the date on
which the Company's annual report on Form 10-K is required to be filed in
accordance with the Exchange Act and the rules and regulations of the Commission
(or, in each case, if such day is not a Business Day, the immediately preceding
Business Day), the Master Servicer at its own expense shall deliver to the
Trustee, with a copy to the Rating Agencies, a certificate (in the form attached
hereto as Exhibit O) signed by a Servicing Officer stating, as to the signers
thereof, that (i) a review of the activities of the Master Servicer during the
preceding calendar year and of performance under this Agreement has been made
under such officers' supervision; (ii) to the best of such officers' knowledge,
based on such review, the Master Servicer has fulfilled all its obligations
under this Agreement for such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof including the steps being taken by the
Master Servicer to remedy such default; (iii) a review of the activities of each
Sub-Servicer during the Sub-Servicer's most recently ended fiscal year on or
prior to December 31st and its performance under its Sub-Servicing Agreement has
been made under such officer's supervision; and (iv) to the best of the
Servicing Officer's knowledge, based on his review and the certification of an
officer of the Sub-Servicer (unless the Servicing Officer has reason to believe
that reliance on such certification is not justified), either each Sub-Servicer
has performed and fulfilled its duties, responsibilities and obligations under
this Agreement and its Sub-Servicing Agreement in all material respects
throughout the year, or, if there has been a default in performance or
fulfillment of any such duties, responsibilities or obligations, specifying the
nature and status of each


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such default known to the Servicing Officer. Copies of such statements shall be
provided by the Master Servicer to the Certificateholders upon request or by the
Trustee at the expense of the Master Servicer should the Master Servicer fail to
provide such copies.

                  Not later than March 1st of any year following a calendar year
in which GMAC Mortgage Corporation acts as Sub-Servicer on behalf of Impac
Funding Corporation with respect to any Impac Mortgage Loan, GMAC Mortgage
Corporation at its own expense shall deliver to Impac Funding Corporation a
certificate in the form attached hereto as Exhibit O signed by a Servicing
Officer stating, as to the signers thereof, that, with respect to the Impac
Mortgage Loans serviced by GMAC Mortgage Corporation, (i) a review of the
activities of GMAC Mortgage Corporation during the preceding calendar year and
of performance under this Agreement has been made under such officers'
supervision, (ii) to the best of such officers' knowledge, based on such review,
GMAC Mortgage Corporation has fulfilled all its obligations under this Agreement
for such year, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature
and status thereof including the steps being taken by GMAC Mortgage Corporation
to remedy such default; (iii) a review of the activities of each sub-servicer
(if any) during such sub-servicer's most recently ended fiscal year on or prior
to December 31st and its performance under its sub-servicing agreement has been
made under such officer's supervision and (iv) to the best of the Servicing
Officer's knowledge, based on his review and the certification of an officer of
the sub-servicer (unless the Servicing Officer has reason to believe that
reliance on such certification is not justified), either GMAC Mortgage
Corporation has performed and fulfilled its duties, responsibilities and
obligations under this Agreement and any sub-servicing agreement in all material
respects throughout the year, or, if there has been a default in performance or
fulfillment of any such duties, responsibilities or obligations, specifying the
nature and status of each such default known to the Servicing Officer.

                  SECTION 3.20. Annual Independent Public Accountants' Servicing
                                Statement.

                  (a) Not later than the earlier of (a) March 15th of each
calendar year (other than the calendar year during which the Closing Date
occurs) or (b) with respect to any calendar year during which the Company's
annual report on Form 10-K is required to be filed in accordance with the
Exchange Act and the rules and regulations of the Commission, 15 Business Days
before the date on which the Company's annual report on Form 10-K is required to
be filed in accordance with the Exchange Act and the rules and regulations of
the Commission (or, in each case, if such day is not a Business Day, the
immediately preceding Business Day), the Master Servicer, at its expense, shall
cause a firm of independent public accountants who are members of the American
Institute of Certified Public Accountants to furnish a statement to the Master
Servicer, which will be provided to the Trustee and the Rating Agencies, to the
effect that, in connection with the firm's examination of the Master Servicer's
financial statements as of the end of such calendar year, nothing came to their
attention that indicated that the Master Servicer was not in compliance with the
provisions of this Agreement except for (i) such exceptions as such firm
believes to be immaterial and (ii) such other exceptions as are set forth in
such statement.

                  (b) Not later than the earlier of (a) March 15th of each
calendar year (other than the calendar year during which the Closing Date
occurs) or (b) with respect to any calendar year during which the Company's
annual report on Form 10-K is required to be filed in accordance with


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the Exchange Act and the rules and regulations of the Commission, 15 Business
Days before the date on which the Company's annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission (or, in each case, if such day is not a Business
Day, the immediately preceding Business Day), the Master Servicer, at its
expense, shall or shall cause each Sub-Servicer to cause a nationally recognized
firm of independent certified public accountants to furnish to the Master
Servicer or such Sub-Servicer a report stating that (i) it has obtained a letter
of representation regarding certain matters from the management of the Master
Servicer or such Sub-Servicer which includes an assertion that the Master
Servicer or such Sub- Servicer has complied with certain minimum mortgage loan
servicing standards (to the extent applicable to commercial and multifamily
mortgage loans) identified in the Uniform Single Attestation Program for
Mortgage Bankers established by the Mortgage Bankers Association of America with
respect to the servicing of first and second lien conventional single family
mortgage loans during the most recently completed calendar year and (ii) on the
basis of an examination conducted by such firm in accordance with standards
established by the American Institute of Certified Public Accountants, such
representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. Immediately upon
receipt of such report, the Master Servicer shall or shall cause each
Sub-Servicer to furnish a copy of such report to the Trustee and the Rating
Agencies.

                  SECTION 3.21. Access to Certain Documentation.

                  The Master Servicer shall provide, and shall cause any
Sub-Servicer to provide, to the Trustee, access to the documentation in their
possession regarding the related Mortgage Loans and REO Properties and to the
Certificateholders, the FDIC, and the supervisory agents and examiners of the
FDIC (to which the Trustee shall also provide) access to the documentation
regarding the related Mortgage Loans required by applicable regulations, such
access being afforded without charge but only upon reasonable request and during
normal business hours at the offices of the Master Servicer or the Sub-Servicers
that are designated by these entities; PROVIDED, HOWEVER, that, unless otherwise
required by law, the Trustee, the Master Servicer or the Sub-Servicer shall not
be required to provide access to such documentation to any Certificateholder if
the provision thereof would violate the legal right to privacy of any Mortgagor;
PROVIDED, FURTHER, HOWEVER, that the Trustee shall coordinate its requests for
such access so as not to impose an unreasonable burden on, or cause an
unreasonable interruption of, the business of the Master Servicer or any
Sub-Servicer. The Master Servicer, the Sub-Servicers and the Trustee shall allow
representatives of the above entities to photocopy any of the documentation and
shall provide equipment for that purpose at a charge that covers their own
actual out-of-pocket costs.

                  SECTION 3.22. Title, Conservation and Disposition of REO
                                Property.

                  This Section shall apply only to REO Properties acquired for
the account of REMIC 1 and shall not apply to any REO Property relating to a
Mortgage Loan which was purchased or repurchased from REMIC 1 pursuant to
Sections 2.03 or 3.14. In the event that title to any such REO Property is
acquired, the deed or certificate of sale shall be issued to the Trustee, or to
its nominee, on behalf of the Certificateholders. The Master Servicer, on behalf
of REMIC 1, shall either sell any REO Property before the close of the third
taxable year following the taxable year in which REMIC 1 acquires ownership of
such REO Property for purposes of Section 860G(a)(8) of


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the Code or, at the expense of REMIC 1, request, more than 60 days before the
day on which the three-year grace period would otherwise expire an extension of
the three-year grace period, unless the Master Servicer has delivered to the
Trustee an Opinion of Counsel (which shall not be at the expense of the
Trustee), addressed to the Trustee and the Master Servicer, to the effect that
the holding by REMIC 1 of such REO Property subsequent to the close of the third
taxable year following the taxable year in which REMIC 1 acquires ownership of
such REO Property will not result in the imposition on REMIC 1 of taxes on
"prohibited transactions" thereof, as defined in Section 860F of the Code, or
cause any REMIC to fail to qualify as a REMIC under the REMIC Provisions or
comparable provisions of the laws of the State of California at any time that
any Certificates are outstanding. The Master Servicer shall manage, conserve,
protect and operate each REO Property for the Certificateholders solely for the
purpose of its prompt disposition and sale in a manner which does not cause such
REO Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) or result in the receipt by any REMIC of any "income from
non- permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code
or any "net income from foreclosure property" which is subject to taxation under
the REMIC Provisions. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall either itself or through an agent selected by the Master
Servicer protect and conserve such REO Property in the same manner and to such
extent as is customary in the locality where such REO Property is located and
may, incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Master Servicer
deems to be in the best interest of the Certificateholders for the period prior
to the sale of such REO Property.

                  Any REO Disposition shall be for cash only (unless changes in
the REMIC Provisions made subsequent to the Startup Day allow a sale for other
consideration).

                  The Master Servicer shall segregate and hold all funds
collected and received in connection with the operation of any REO Property
separate and apart from its own funds and general assets. The Master Servicer
shall deposit, or cause to be deposited, on a daily basis in the Collection
Account all revenues received with respect to the REO Properties, net of any
directly related expenses incurred or withdraw therefrom funds necessary for the
proper operation, management and maintenance of the REO Property.

                  If as of the date of acquisition of title to any REO Property
there remain outstanding unreimbursed Servicing Advances with respect to such
REO Property or any outstanding Advances allocated thereto the Master Servicer,
upon an REO Disposition, shall be entitled to reimbursement for any related
unreimbursed Servicing Advances and any unreimbursed related Advances as well as
any unpaid Servicing Fees from proceeds received in connection with the REO
Disposition, as further provided in Section 3.15. The Master Servicer shall not
be obligated to advance any amounts with respect to an REO Property if, in its
good faith judgment, the Master Servicer determines that such advance would
constitute a Nonrecoverable Advance.

                  The REO Disposition shall be carried out by the Master
Servicer at such price and upon such terms and conditions as the Master Servicer
shall determine.

                  The Master Servicer shall deposit the proceeds from the REO
Disposition, net of any payment to the Master Servicer as provided above, in the
Collection Account upon receipt thereof


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for distribution in accordance with Section 4.01; provided, that any such net
proceeds received by the Master Servicer which are in excess of the applicable
Stated Principal Balance plus all unpaid REO Imputed Interest thereon through
the last day of the month in which the REO Disposition occurred ("Excess
Proceeds") shall be retained by the Master Servicer as additional servicing
compensation.

                  With respect to any Mortgage Loan as to which the Master
Servicer has received notice of, or has actual knowledge of, the presence of any
toxic or hazardous substance on the Mortgaged Property, the Master Servicer
shall not, on behalf of the Trustee, either (i) obtain title to the related
Mortgaged Property as a result of or in lieu of foreclosure or otherwise, or
(ii) otherwise acquire possession of, the related Mortgaged Property, unless the
Master Servicer has, at least 30 days prior to taking such action, obtained and
delivered to the Trustee an environmental audit report prepared by a Person who
regularly conducts environmental audits using customary industry standards. The
Master Servicer shall take such action as it deems to be in the best economic
interest of the Trust Fund (other than proceeding against the Mortgaged
Property) and is hereby authorized at such time as it deems appropriate to
release such Mortgaged Property from the lien of the related Mortgage.

                  The cost of the environmental audit report contemplated by
this Section 3.22 shall be advanced by the Master Servicer as an expense of the
Trust Fund, and the Master Servicer shall be reimbursed therefor from the
Collection Account as provided in Section 3.11, any such right of reimbursement
being prior to the rights of the Certificateholders to receive any amount in the
Collection Account.

                  If the Master Servicer determines, as described above, that it
is in the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property in compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials affecting any such Mortgaged Property, then
the Master Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund. The cost of any such compliance,
containment, clean-up or remediation shall be advanced by the Master Servicer as
an expense of the Trust Fund, and the Master Servicer shall be entitled to be
reimbursed therefor from the Collection Account as provided in Section 3.11, any
such right of reimbursement being prior to the rights of the Certificateholders
to receive any amount in the Collection Account.

                  SECTION 3.23. Additional Obligations of the Master Servicer.

                  On each Master Servicer Remittance Date, the Master Servicer
shall deliver to the Trustee for deposit in the Distribution Account from its
own funds and without any right of reimbursement therefor, a total amount equal
to the amount of Compensating Interest for the related Distribution Date.

                  SECTION 3.24. Net WAC Rate Carryover Reserve Account.

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


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Bank National Trust Company, as Trustee, in trust for registered Holders of
Soundview Home Loan Trust 2003-2, Asset-Backed Certificates, Series 2003-2." All
amounts deposited in the Net WAC Rate Carryover Reserve Account shall be
distributed to the Holders of the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates in the manner set forth in Section
4.01(d).

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

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

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

                  By accepting a Class C Certificate, each Class C
Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is
directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts
described in Section 4.01(d) on each Distribution Date as to which there is any
Net WAC Rate Carryover Amount rather than distributing such amounts to the Class
C Certificateholders. By accepting a Class C Certificate, each Class C
Certificateholder further agrees that such direction is given for good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
such acceptance.

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


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                  For federal tax return and information reporting, the purchase
price allocated to the Cap Contract in respect of any Net WAC Rate Carryover
Amount may be obtained from the Trustee, upon receipt from the Depositor.

                  SECTION 3.25. Advance Facility.

                  (a) The Master Servicer is hereby authorized to enter into a
financing or other facility (any such arrangement, an "Advance Facility"), the
documentation for which complies with Section 3.25(e) below, under which (1) the
Master Servicer assigns or pledges its rights under this Agreement to be
reimbursed for any or all Advances and/or Servicing Advances to (i) a Person,
which may be a special-purpose bankruptcy-remote entity (an "SPV"), (ii) a
Person, which may simultaneously assign or pledge such rights to an SPV or (iii)
a lender (a "Lender"), which, in the case of any Person or SPV of the type
described in either of the preceding clauses (i) or (ii), may directly or
through other assignees and/or pledgees, assign or pledge such rights to a
Person, which may include a trustee acting on behalf of holders of debt
instruments (any such Person or any such Lender, an "Advance Financing Person"),
and/or (2) an Advance Financing Person agrees to fund all the Advances and/or
Servicing Advances required to be made by the Master Servicer pursuant to this
Agreement. No consent of the Trustee, Certificateholders or any other party
shall be required before the Master Servicer may enter into an Advance Facility
nor shall the Trustee or the Certificateholders be a third party beneficiary of
any obligation of an Advance Financing Person to the Master Servicer.
Notwithstanding the existence of any Advance Facility under which an Advance
Financing Person agrees to fund Advances and/or Servicing Advances, (A) the
Master Servicer (i) shall remain obligated pursuant to this Agreement to make
Advances and/or Servicing Advances pursuant to and as required by this Agreement
and (ii) shall not be relieved of such obligations by virtue of such Advance
Facility and (B) neither the Advance Financing Person nor any Master Servicer's
Assignee (as hereinafter defined) shall have any right to proceed against or
otherwise contact any Mortgagor for the purpose of collecting any payment that
may be due with respect to any related Mortgage Loan or enforcing any covenant
of such Mortgagor under the related Mortgage Loan documents.

                  (b) If the Master Servicer enters into an Advance Facility,
the Master Servicer and the related Advance Financing Person shall deliver to
the Trustee at the address set forth in Section 11.05 hereof a written notice
(an "Advance Facility Notice"), stating (a) the identity of the Advance
Financing Person and (b) the identity of the Person (the "Master Servicer's
Assignee") that will, subject to Section 3.25(c) hereof, have the right to make
withdrawals from the Collection Account pursuant to Section 3.11 hereof to
reimburse previously unreimbursed Advances and/or Servicing Advances ("Advance
Reimbursement Amounts"). Advance Reimbursement Amounts (i) shall consist solely
of amounts in respect of Advances and/or Servicing Advances for which the Master
Servicer would be permitted to reimburse itself in accordance with Section 3.11
hereof, assuming the Master Servicer had made the related Advance(s) and/or
Servicing Advance(s) and (ii) shall not consist of amounts payable to a
successor Master Servicer in accordance with Section 3.11 hereof to the extent
permitted under Section 3.25(e) below.

                  (c) Notwithstanding the existence of an Advance Facility, the
Master Servicer, on behalf of the Advance Facility Person, shall be entitled to
receive reimbursements of Advances and/or Servicing Advances in accordance with
Section 3.11 hereof, which entitlement may be


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terminated by the Advance Financing Person pursuant to a written notice to the
Trustee in the manner set forth in Section 11.05 hereof. Upon receipt of such
written notice, the Master Servicer shall no longer be entitled to receive
reimbursement for any Advance Reimbursement Amounts and the Master Servicer's
Assignee shall immediately have the right to receive from the Collection Account
all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the
avoidance of doubt, (i) the Master Servicer and/or the Master Servicer's
Assignee shall only be entitled to reimbursement of Advance Reimbursement
Amounts hereunder from withdrawals from the Collection Account pursuant to
Section 3.11 of this Agreement and shall not otherwise be entitled to make
withdrawals or receive amounts that shall be on deposit in the Distribution
Account or that are required to be deposited in the Distribution Account
pursuant to any provision hereunder, and (ii) none of the Trustee or the
Certificateholders shall have any right to, or otherwise be entitled to, receive
any Advance Reimbursement Amounts to which the Master Servicer or Master
Servicer's Assignee, as applicable, shall be entitled pursuant to Section 3.11.
An Advance Facility may be terminated by the joint written direction of the
Master Servicer and the related Advance Financing Person. Written notice of such
termination shall be delivered to the Trustee in the manner set forth in Section
11.05 hereof. None of the Depositor or the Trustee shall, as a result of the
existence of any Advance Facility, have any additional duty or liability with
respect to the calculation or payment of any Advance Reimbursement Amount, nor,
as a result of the existence of any Advance Facility, shall the Depositor or the
Trustee have any additional responsibility to track or monitor the
administration of the Advance Facility or the payment of Advance Reimbursement
Amounts to the Master Servicer's Assignee. The Master Servicer hereby agrees to
indemnify the Depositor, the Trustee, any successor Master Servicer and the
Trust Fund resulting from any claim by the related Advancing Financing Person.
The Master Servicer shall maintain and provide to any successor Servicer and,
upon request, the Trustee a detailed accounting on a loan-by-loan basis as to
amounts advanced by, pledged or assigned to, and reimbursed to any Advancing
Financing Person. The successor Servicer shall be entitled to rely on any such
information provided by the predecessor Servicer, and the successor Servicer
shall not be liable for any errors in such information.

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

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


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                  (f) For purposes of any Officer's Certificate of the Master
made pursuant to Section 4.04(d), any Nonrecoverable Advance referred to therein
may have been made by such Servicer or any predecessor Servicer. In making its
determination that any Advance or Servicing Advance theretofore made has become
a Nonrecoverable Advance, the Master shall apply the same criteria in making
such determination regardless of whether such Advance or Servicing Advance shall
have been made by the Master or any predecessor Servicer.

                  (g) Any amendment to this Section 3.25 or to any other
provision of this Agreement that may be necessary or appropriate to effect the
terms of an Advance Facility as described generally in this Section 3.25,
including amendments to add provisions relating to a successor Servicer, may be
entered into by the Trustee, the Depositor and the Master without the consent of
any Certificateholder, provided such amendment complies with Section 11.01
hereof. All reasonable costs and expenses (including attorneys' fees) of each
party hereto of any such amendment shall be borne solely by the Master. The
parties hereto hereby acknowledge and agree that: (a) the Advances and/or
Servicing Advances financed by and/or pledged to an Advance Financing Person
under any Advance Facility are obligations owed to the Master payable only from
the cash flows and proceeds received under this Agreement for reimbursement of
Advances and/or Servicing Advances only to the extent provided herein, and the
Trustee and the Trust are not, as a result of the existence of any Advance
Facility, obligated or liable to repay any Advances and/or Servicing Advances
financed by the Advance Financing Person; (b) the Master will be responsible for
remitting to the Advance Financing Person the applicable amounts collected by it
as reimbursement for Advances and/or Servicing Advances funded by the Advance
Financing Person, subject to the provisions of this Agreement; and (c) the
Trustee shall not have any responsibility to track or monitor the administration
of the financing arrangement between the Master and any Advance Financing
Person.

                  SECTION 3.26. Filing of Reports by Trustee.

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

                  Each Form 8-K shall be filed by the Trustee within 15 days
after each Distribution Date, with a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
March 30th of each year (or such earlier date as may be required by the Exchange
Act and the Rules and Regulations of the Securities and Exchange Commission),
the Trustee shall


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file a Form 10-K, in substance as required by applicable law or applicable
Security and Exchange Commission staff's interpretations. The Trustee shall
prepare such Form 10-K and provide the Depositor with such Form 10-K not later
than March 20th of each year. Following its receipt thereof, the Depositor shall
execute such Form 10-K and provide the original of such Form 10-K to the Trustee
not later than March 25th (or, if the applicable March 25th is not a Business
Day, the next succeeding Business Day) of each year; provided, however, that if
the filing of such Form 10-K shall be required to occur on a date earlier than
March 30th of each year as may be required by the Exchange Act and the Rules and
Regulations of the Securities and Exchange Commission, then the time periods for
preparation and execution of such Form 10-K set forth in this sentence shall be
adjusted accordingly). Such Form 10-K when filed shall include as exhibits each
Master Servicer's annual statement of compliance described under Section 3.19
and the accountant's reports described under Section 3.20, in each case to the
extent they have been timely delivered to the Trustee. If they are not so timely
delivered, the Trustee shall file an amended Form 10-K including such documents
as exhibits reasonably promptly after they are delivered to the Trustee. The
Trustee shall have no liability with respect to any failure to properly prepare
or file such periodic reports resulting from or relating to the Trustee's
inability or failure to obtain any information not resulting from its own
negligence or willful misconduct. The Form 10-K shall also include a
certification in the form attached hereto as Exhibit N-1 (the "Certification"),
which shall be signed by the senior officer of the Depositor in charge of
securitization.

                  In addition, (x) the Trustee shall sign a certification (in
the form attached hereto as Exhibit N-2) for the benefit of the Depositor and
its officers, directors and Affiliates regarding certain aspects of the
Certification (provided, however, that the Trustee shall not undertake an
analysis of the accountant's report attached as an exhibit to the Form 10-K),
and (y) on or before March 15th of each calendar year (other than 2003), each
Master Servicer shall sign a certification (in the form attached hereto as
Exhibit N-3) for the benefit of the Depositor, the Trustee and their officers,
directors and Affiliates regarding certain aspects of the Certification (the
"Master Servicer Certification").

                  In addition, (A) the Trustee shall indemnify and hold harmless
the Depositor and its officers, directors and Affiliates from and against any
actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses arising out
of or based upon a breach of the Trustee's obligations under this Section 3.26
caused by the Trustee's negligence, bad faith or willful misconduct in
connection therewith, and (B) each Master Servicer shall indemnify and hold
harmless the Depositor, the Trustee and their respective officers, directors and
Affiliates from and against any actual losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon (I) a breach of the
related Master Servicer's obligations under this Section 3.26 or (II) any
material misstatement in the related Master Servicer Certification. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, then (i) the Trustee agrees that it shall contribute,
severally and not jointly, to the amount paid or payable by the Depositor as a
result of the losses, claims, damages or liabilities of the Depositor in such
proportion as is appropriate to reflect the relative fault of the Depositor on
the one hand and the Trustee on the other in connection with a breach of the
Trustee's obligations under this Section 3.26 caused by the Trustee's
negligence, bad faith or willful misconduct in connection therewith and (ii)
each Master Servicer agrees that it shall contribute to the amount paid or
payable


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by the Depositor as a result of the losses, claims, damages or liabilities of
the Depositor in such proportion as is appropriate to reflect the relative fault
of the Depositor on the one hand and such Master Servicer on the other in
connection with the related Master Servicer Certification and the related
obligations of the Master Servicers under this Section 3.26.

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

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

                  To the extent that, following the Closing Date, the Depositor
certifies that reports and certifications differing from those required under
this Section 3.26 comply with the reporting requirements under the Exchange Act,
the Trustee, the Seller and the Master Servicers hereby agree that they will
reasonably cooperate with the Depositor to amend the provisions of this Section
3.26 in order to comply with such amended reporting requirements and such
amendment of this Section 3.26; provided, however, that the Trustee shall not be
responsible for executing any Form 10-K or the Certification. Any such amendment
may result in the reduction of the reports filed by the Depositor under the
Exchange Act. Notwithstanding any other provision of this Agreement, the
provisions of this Section 3.26 may be amended by the Master Servicers, the
Seller, the Depositor and the Trustee without the consent of the
Certificateholders.





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                                   ARTICLE IV

                                  FLOW OF FUNDS

                  SECTION 4.01. Distributions.

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

                  (viii) eighth, to the Holders of the Class B Certificates,
         until the Certificate Principal Balance thereof has been reduced to
         zero.

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

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

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

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

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

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

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



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

                  (viii) eighth, to the Holders of the Class B Certificates, the
         Class B Principal Distribution Amount until the Certificate Principal
         Balance thereof has been reduced to zero.

         With respect to the Class A Certificates, all principal distributions
of the Principal Distribution Amount and the Class A Principal Distribution
Amount will be distributed first, concurrently, to the holders of the Class A-1A
Certificates and the Class A-1B Certificates, on a PRO RATA basis based on the
Certificate Principal Balance of each such Class, until the Certificate
Principal Balances of the Class A-1 Certificates have been reduced to zero and
second, to the holders of the Class A-2 Certificates, until the Certificate
Principal Balance of the Class A-2 Certificates has been reduced to zero;
provided, however, on any Distribution Date on which the aggregate Certificate
Principal Balance of the Mezzanine Certificates, the Class B Certificates and
the Class C Certificates has been reduced to zero, notwithstanding anything
contained herein to the contrary, all distributions of principal to the Class
A-1 Certificates and the Class A-2 Certificates will be distributed on a PRO
RATA basis based on the Certificate Principal Balance of each such Class.

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

                  (xvii) to the Holders of the Class C Certificates, the Monthly
         Interest Distributable Amount for such Class and any
         Overcollateralization Release Amount for such Distribution Date;

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

                  (xix) any remaining amounts to the Holders of the Residual
         Certificates (in respect of the appropriate Class R Interest).

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



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                  (A) first, to the Class A Certificates and the Mezzanine
Certificates, any related unpaid Net WAC Rate Carryover Amount (in each case
only up to a maximum amount equal to the Cap Amount for the related Class)
distributed in the following order of priority:

                  (i) concurrently, to the Class A Certificates, on a PRO RATA
basis based on the Net WAC Rate Carryover Amount of each such Class;

                  (ii) to the Class M-1 Certificates;

                  (iii) to the Class M-2 Certificates;

                  (iv) to the Class M-3 Certificates;

                  (v) to the Class M-4 Certificates;

                  (vi) to the Class M-5 Certificates; and

                  (vii) to the Class M-6 Certificates;

                  (B) second, to the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates, any related unpaid Net WAC Rate
Carryover Amount (after taking into account distributions pursuant to (A)
above), distributed sequentially in the following order of priority:

                  (i) concurrently, to the Class A Certificates, on a PRO RATA
basis based on the remaining unpaid Net WAC Rate Carryover Amount for each such
Class;

                  (ii) to the Class M-1 Certificates;

                  (iii) to the Class M-2 Certificates;

                  (iv) to the Class M-3 Certificates;

                  (v) to the Class M-4 Certificates;

                  (vi) to the Class M-5 Certificates;

                  (vii) to the Class M-6 Certificates; and

                  (viii) to the Class B Certificates.

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


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

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

                  SECTION 4.02. [Reserved].

                  SECTION 4.03. Statements.

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

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

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

                  (iii) the Overcollateralized Amount, the Overcollateralization
         Release Amount, the Overcollateralization Deficiency Amount and the
         Overcollateralization Target Amount as of such Distribution Date and
         the Excess Overcollateralized Amount for the Mortgage Pool for such
         Distribution Date;

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


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

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

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

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

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

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

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

                  (xii) the aggregate amount of Realized Losses incurred during
         the related Prepayment Period and the cumulative amount of Realized
         Losses;

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

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

                  (xv) the Monthly Interest Distributable Amount in respect of
         each Class of Regular Certificates (other than the Class P
         Certificates) for such Distribution Date and the Unpaid Interest
         Shortfall Amount, if any, with respect to the Class A Certificates, the
         Mezzanine Certificates and the Class B Certificates for such
         Distribution Date;

                  (xvi) the aggregate amount of any Prepayment Interest
         Shortfalls for such Distribution Date, to the extent not covered by
         payments by the Master Servicers pursuant to Section 3.23;

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



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

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

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

                  (xxi) the Available Funds; and

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

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

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

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


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information shall be prepared and furnished by the Trustee to Certificateholders
pursuant to any requirements of the Code as are in force from time to time.

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

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

                  SECTION 4.04. Remittance Reports; Advances.

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

                  (b) The amount of Advances to be made by each Master Servicer
for any Distribution Date shall equal, subject to Section 4.04(d), the sum of
(i) the aggregate amount of Monthly Payments (net of the related Servicing Fee),
due during the related Due Period in respect of the Mortgage Loans, which
Monthly Payments were delinquent on a contractual basis as of the Close of
Business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related Due
Period and as to which REO Property an REO Disposition did not occur during the
related Due Period, an amount equal to the excess, if any, of the REO Imputed
Interest on such REO Property for the most recently ended calendar month, over
the net income from such REO Property transferred to the Distribution Account
pursuant to Section 3.22 for distribution on such Distribution Date. For
purposes of the preceding sentence, the Monthly Payment on each Balloon Mortgage
Loan with a delinquent Balloon Payment is equal to the assumed monthly payment
that would have been due on the related Due Date based on the original principal
amortization schedule for such Balloon Mortgage Loan.

                  On or before 3:00 p.m. New York time on the Master Servicer
Remittance Date, each Master Servicer shall remit in immediately available funds
to the Trustee for deposit in the


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

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

                  (d) Notwithstanding anything herein to the contrary, no
Advance or Servicing Advance shall be required to be made hereunder by either
Master Servicer if such Advance or Servicing Advance would, if made, constitute
a Nonrecoverable Advance. The determination by either Master Servicer that it
has made a Nonrecoverable Advance or that any proposed Advance or Servicing
Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced
by an Officers' Certificate of the related Master Servicer delivered to the
Depositor and the Trustee.

                  SECTION 4.05. [Reserved]

                  SECTION 4.06. [Reserved]

                  SECTION 4.07. Distributions on the REMIC Regular Interests.

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




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                  (i) first, to the extent of Available Funds, to Holders of
         REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTA1A, REMIC 1
         Regular Interest LTA1B, REMIC 1 Regular Interest LTA2, REMIC 1 Regular
         Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest
         LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5,
         REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTB, REMIC 1
         Regular Interest LTZZ and REMIC 1 Regular Interest LTP, PRO RATA, in an
         amount equal to (A) the Uncertificated Accrued Interest for such
         Distribution Date, plus (B) any amounts in respect thereof remaining
         unpaid from previous Distribution Dates. Amounts payable as
         Uncertificated Accrued Interest in respect of REMIC 1 Regular Interest
         LTZZ shall be reduced and deferred when the REMIC 1
         Overcollateralization Amount is less than the REMIC 1
         Overcollateralization Target Amount, by the lesser of (x) the amount of
         such difference and (y) the Maximum Uncertificated Accrued Interest
         Deferral Amount; and

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

                           (a) to the Holders of REMIC 1 Regular Interest LTAA
                  and REMIC 1 Regular Interest LTP, 98.00% of such remainder,
                  until the Uncertificated Principal Balance of such
                  Uncertificated REMIC 1 Regular Interest is reduced to zero;
                  provided, however, that REMIC 1 Regular Interest LTP shall not
                  be reduced until the Distribution Date immediately following
                  the expiration of the latest Prepayment Charge as identified
                  on the Prepayment Charge Schedule or any Distribution Date
                  thereafter, at which point such amount shall be distributed to
                  REMIC 1 Regular Interest LTP, until $100 has been distributed
                  pursuant to this clause;

                           (b) to the Holders of REMIC 1 Regular Interest LTA1A,
                  REMIC 1 Regular Interest LTA1B, REMIC 1 Regular Interest LTA2,
                  REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2,
                  REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4,
                  REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6
                  and REMIC 1 Regular Interest LTB, 1.00% of such remainder, in
                  the same proportion as principal payments are allocated to the
                  Corresponding Certificates, until the Uncertificated Principal
                  Balances of such REMIC 1 Regular Interests are reduced to zero
                  and the Uncertificated Principal Balance of REMIC 1 Regular
                  Interest LTZZ shall be increased by such amount;

                           (c) to the Holders of REMIC 1 Regular Interest LTZZ,
                  1.00% of such remainder, until the Uncertificated Principal
                  Balance of REMIC 1 Regular Interest LTZZ is reduced to zero;
                  and

                           (d) any remaining amount to the Holders of the Class
                  R Certificates (in respect of the Class R-2 Interest);

provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that
are attributable to an Overcollateralization Release Amount shall be allocated
to Holders of (i) REMIC 1 Regular Interest LTAA and REMIC 1 Regular Interest
LTP, in that order and (ii) REMIC 1 Regular Interest


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

                  (iii) Notwithstanding the distributions described in this
Section 4.07, distribution of funds shall be made only in accordance with
Section 4.01.

                  SECTION 4.08. Allocation of Realized Losses.

                  (a) All Realized Losses on the Mortgage Loans allocated to any
Regular Certificate shall be allocated by the Trustee on each Distribution Date
as follows: first, to Net Monthly Excess Cashflow; second, to the Class C
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; third, to the Class B Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class M-6 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; fifth,
to the Class M-5 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; sixth, to the Class M-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; seventh, to the
Class M-3 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; eighth, to the Class M-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and ninth, to the Class M-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero. All Realized Losses to be allocated to the Certificate Principal
Balances of all Classes on any Distribution Date shall be so allocated after the
actual distributions to be made on such date as provided above. All references
above to the Certificate Principal Balance of any Class of Certificates shall be
to the Certificate Principal Balance of such Class immediately prior to the
relevant Distribution Date, before reduction thereof by any Realized Losses, in
each case to be allocated to such Class of Certificates, on such Distribution
Date.

                  Any allocation of Realized Losses to a Mezzanine Certificate
or a Class B Certificate on any Distribution Date shall be made by reducing the
Certificate Principal Balance thereof by the amount so allocated; any allocation
of Realized Losses to a Class C Certificates shall be made first by reducing the
amount otherwise payable in respect thereof pursuant to Section 4.01(d). No
allocations of any Realized Losses shall be made to the Certificate Principal
Balances of the Class A Certificates or the Class P Certificates.

                  (b) All Realized Losses on the Mortgage Loans shall be deemed
to have been allocated in the specified percentages, as follows: first, to
Uncertificated Accrued Interest payable to the REMIC 1 Regular Interest LTAA and
REMIC 1 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 1
Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA and REMIC 1
Regular Interest LTZZ up to an aggregate amount equal to the REMIC 1 Principal
Loss Allocation Amount, 98% and 2%, respectively; fourth, to the Uncertificated
Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest
LTB and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTB has been
reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC 1
Regular Interest


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LTAA, REMIC 1 Regular Interest LTM6 and REMIC 1 Regular Interest LTZZ, 98%, 1%
and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LTM6 has been reduced to zero; fifth, to the Uncertificated
Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest
LTM5 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTM5 has been
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC 1
Regular Interest LTAA, REMIC 1 Regular Interest LTM4 and REMIC 1 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LTM4 has been reduced to zero; seventh, to
the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1
Regular Interest LTM3 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LTM3 has been reduced to zero; eighth, to the Uncertificated Principal
Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM2 and
REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 1 Regular Interest LTM2 has been
reduced to zero; and ninth, to the Uncertificated Principal Balances of REMIC 1
Regular Interest LTAA, REMIC 1 Regular Interest LTM1 and REMIC 1 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LTM1 has been reduced to zero.



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                                    ARTICLE V

                                THE CERTIFICATES

                  SECTION 5.01. The Certificates.

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

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

                  SECTION 5.02. Registration of Transfer and Exchange of
                                Certificates.

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

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


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

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

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

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


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conflict between the terms of any such Letter of Representation and this
Agreement, the terms of this Agreement shall control.

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

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



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

                  No transfer of a Private Certificate or any interest therein
shall be made to any Plan subject to ERISA or Section 4975 of the Code, any
Person acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Certificates with "Plan Assets" of a Plan within the meaning of
the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101
("Plan Assets"), as certified by such transferee in the form of Exhibit M,
unless (i) in the case of a Class C Certificate, a Class P Certificate or a
Residual Certificate, the Trustee is provided with an Opinion of Counsel for the
benefit of the Depositor, the Trustee and each Master Servicer and on which they
may rely which establishes to the satisfaction of the Trustee that the purchase
of such Certificates is permissible under applicable law, will not constitute or
result in any prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Depositor, either Master Servicer, the Trustee or the Trust
Fund to any obligation or liability (including obligations or liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Depositor,
either Master Servicer, the Trustee or the Trust Fund or (ii) in the case of a
Class B Certificate, (1) it is an insurance company, (2) the source of funds
used to acquire or hold the certificate or interest therein is an "insurance
company general account," as such term is defined in Prohibited Transaction
Class Exemption ("PTCE") 95-60 and (3) the conditions in Sections I and III of
PTCE 95-60 have been satisfied. Neither a certification nor an Opinion of
Counsel will be required in connection with the initial transfer of any such
Certificate by the Depositor to an affiliate of the Depositor (in which case,
the Depositor or any affiliate thereof shall have deemed to have represented
that such affiliate is not a Plan or a Person investing Plan Assets) and the
Trustee shall be entitled to conclusively rely upon a representation (which,
upon the request of the Trustee, shall be a written representation) from the
Depositor of the status of such transferee as an affiliate of the Depositor.

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

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


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

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

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

                  (ii) No Person shall acquire an Ownership Interest in a
         Residual Certificate unless such Ownership Interest is a PRO RATA
         undivided interest.

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

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

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

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


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

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

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

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

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

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

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

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


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

                  SECTION 5.04. Persons Deemed Owners.

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

                  SECTION 5.05. Appointment of Paying Agent.

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

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



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                                   ARTICLE VI

                     THE MASTER SERVICERS AND THE DEPOSITOR

                  SECTION 6.01. Liability of the Master Servicers and the
                                Depositor.

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

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

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

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

                  Neither the Master Servicers or the Depositor nor any of the
directors or officers or employees or agents of the Master Servicers or the
Depositor shall be under any liability to the Trust or the Certificateholders
for any action taken or for refraining from the taking of any action by the
Master Servicers or the Depositor in good faith pursuant to this Agreement, or
for errors in judgment; provided, however, that this provision shall not protect
either Master Servicer, the Depositor or any such Person against any liability
which would otherwise be imposed by reason of its willful misfeasance, bad faith
or negligence in the performance of duties of the related Master Servicer or the
Depositor, as the case may be, or by reason of its reckless disregard of its
obligations and duties of the related Master Servicer or the Depositor, as the
case may be, hereunder; provided, further, that this provision shall not be
construed to entitle either Master Servicer to indemnity in the event that
amounts advanced by the related Master Servicer to retire any senior lien exceed
Liquidation Proceeds (in excess of related liquidation expenses) realized with
respect to the related Mortgage Loan. Each Master Servicer and any director or
officer or employee or agent of each Master Servicer may rely in good faith on
any document of any kind PRIMA FACIE properly executed and submitted by any
Person respecting any matters arising hereunder. Each Master Servicer and the
Depositor, and any director or officer or employee or agent of each Master
Servicer or the Depositor, shall be indemnified by the Trust and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of its willful misfeasance, bad faith or negligence in the


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performance of duties hereunder or by reason of its reckless disregard of
obligations and duties hereunder. Each Master Servicer or the Depositor may
undertake any such action which it may deem necessary or desirable in respect of
this Agreement, and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, unless the
Depositor or the related Master Servicer acts without the consent of the Holders
of Certificates entitled to at least 51% of the Voting Rights, the reasonable
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust and the related Master
Servicer shall be entitled to be reimbursed therefor from the Collection Account
as and to the extent provided in Section 3.11, any such right of reimbursement
being prior to the rights of the Certificateholders to receive any amount in the
Collection Account. The Master Servicers' right to indemnity or reimbursement
pursuant to this Section shall survive any resignation or termination of either
Master Servicer pursuant to Section 6.04 or 7.01 with respect to any losses,
expenses, costs or liabilities arising prior to such resignation or termination
(or arising from events that occurred prior to such resignation or termination).
This paragraph shall apply to either Master Servicer solely in its capacity as
Master Servicer hereunder and in no other capacities.

                  SECTION 6.04. Master Servicer Not to Resign.

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

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

                  SECTION 6.05. Delegation of Duties.

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


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delegation of any of its duties to any Person other than any of the Master
Servicer's Affiliates or their respective successors and assigns.

                  SECTION 6.06. Reserved.

                  SECTION 6.07. Inspection.

                  Each Master Servicer, in its capacity as a Master Servicer,
shall afford the Trustee, upon reasonable notice, during normal business hours,
access to all records maintained by the related Master Servicer in respect of
its rights and obligations hereunder and access to officers of the related
Master Servicer responsible for such obligations. Upon request, each Master
Servicer shall furnish to the Trustee its most recent publicly available
financial statements and such other information relating to its capacity to
perform its obligations under this Agreement.




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                                   ARTICLE VII

                                     DEFAULT

                  SECTION 7.01. Master Servicer Events of Termination.

                  (a) If any one of the following events ("Master Servicer
Events of Termination") shall occur and be continuing:

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

                  (ii) The failure by either Master Servicer to make any
         required Servicing Advance which failure continues unremedied for a
         period of 30 days, or the failure by either Master Servicer duly to
         observe or perform, in any material respect, any other covenants,
         obligations or agreements of such Master Servicer as set forth in this
         Agreement, which failure continues unremedied for a period of 30 days,
         after the date (A) on which written notice of such failure, requiring
         the same to be remedied, shall have been given to the related Master
         Servicer by the Trustee or to the Trustee by any Holders of a Regular
         Certificate evidencing at least 25% of the Voting Rights or (B) of
         actual knowledge of such failure by a Servicing Officer of the related
         Master Servicer; or

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

                  (iv) Either Master Servicer shall voluntarily go into
         liquidation, consent to the appointment of a conservator or receiver or
         liquidator or similar person in any insolvency, readjustment of debt,
         marshalling of assets and liabilities or similar proceedings of or
         relating to such Master Servicer or of or relating to all or
         substantially all of its property; or a decree or order of a court or
         agency or supervisory authority having jurisdiction in the premises for
         the appointment of a conservator, receiver, liquidator or similar
         person in any insolvency, readjustment of debt, marshalling of assets
         and liabilities or similar proceedings, or for the winding-up or
         liquidation of its affairs, shall have been entered against either
         Master Servicer and such decree or order shall have remained in force
         undischarged, unbonded or unstayed for a period of 60 days; or either
         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


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         insolvency or reorganization statute, make an assignment for the
         benefit of its creditors or voluntarily suspend payment of its
         obligations;

                  (b) then, and in each and every such case, so long as a Master
Servicer Event of Termination shall not have been remedied within the applicable
grace period, (x) with respect solely to clause (i)(A) above, if such Advance is
not made by 11:00 A.M., New York time, on the Business Day immediately following
the Master Servicer Remittance Date (provided the Trustee shall give the related
Master Servicer notice of such failure to advance by 5:00 P.M. New York time on
the Master Servicer Remittance Date), the Trustee shall terminate all of the
rights and obligations of the related Master Servicer under this Agreement, to
the extent permitted by law, and in and to the related Mortgage Loans and the
proceeds thereof and the Trustee, or a successor servicer appointed in
accordance with Section 7.02, shall immediately make such Advance and assume,
pursuant to Section 7.02, the duties of a successor Master Servicer and (y) in
the case of (i)(B), (ii), (iii) and (iv) above, the Trustee shall, at the
direction of the Holders of each Class of Regular Certificates evidencing
Percentage Interests aggregating not less than 51%, by notice then given in
writing to the related Master Servicer (and to the Trustee if given by Holders
of Certificates), terminate all of the rights and obligations of the related
Master Servicer as master servicer under this Agreement. Any such notice to the
related Master Servicer shall also be given to each Rating Agency, the Depositor
and the other Master Servicer. On or after the receipt by the related Master
Servicer (and by the Trustee if such notice is given by the Holders) of such
written notice, all authority and power of such Master Servicer under this
Agreement, whether with respect to the Certificates or the related Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and
under this Section; and, without limitation, and the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of such Master
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of each Mortgage Loan and related
documents or otherwise. Each Master Servicer agrees to cooperate with the
Trustee (or the applicable successor Master Servicer) in effecting the
termination of the responsibilities and rights of the related Master Servicer
hereunder, including, without limitation, the delivery to the Trustee of all
documents and records requested by it to enable it to assume such Master
Servicer's functions under this Agreement within ten Business Days subsequent to
such notice, the transfer within one Business Day subsequent to such notice to
the Trustee (or the applicable successor Master Servicer) for the administration
by it of all cash amounts that shall at the time be held by the related Master
Servicer and to be deposited by it in the Collection Account, the Distribution
Account or any Servicing Account or that have been deposited by the related
Master Servicer in such accounts or thereafter received by the related Master
Servicer with respect to the Mortgage Loans or any REO Property received by the
related Master Servicer. All reasonable costs and expenses (including attorneys'
fees) incurred in connection with transferring the Mortgage Files to the
successor Master Servicer and amending this Agreement to reflect such succession
as a Master Servicer pursuant to this Section shall be paid by the predecessor
Master Servicer (or if the predecessor Master Servicer is the Trustee, the
initial Master Servicer) upon presentation of reasonable documentation of such
costs and expenses and to the extent not paid by the related Master Servicer, by
the Trust.

                  SECTION 7.02. Trustee to Act; Appointment of Successor.



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                  (a) Within 90 days of the time either Master Servicer (and the
Trustee, if notice is sent by the Holders) receives a notice of termination
pursuant to Section 7.01 or 6.04, the Trustee (or such other successor Master
Servicer as is approved in accordance with this Agreement) shall be the
successor in all respects to such Master Servicer in its capacity as a master
servicer under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on such Master Servicer by the terms and provisions
hereof arising on and after its succession. Notwithstanding the foregoing, the
parties hereto agree that the Trustee, in its capacity as a successor Master
Servicer, immediately will assume all of the obligations of the related Master
Servicer to make advances. Notwithstanding the foregoing, the Trustee, in its
capacity as a successor Master Servicer, shall not be responsible for the lack
of information and/or documents that it cannot obtain through reasonable
efforts. As compensation therefor, the Trustee (or such other successor Master
Servicer) shall be entitled to such compensation as the related Master Servicer
would have been entitled to hereunder if no such notice of termination had been
given. Notwithstanding the above, (i) if the Trustee is unwilling to act as a
successor Master Servicer or (ii) if the Trustee is legally unable so to act,
the Trustee shall appoint or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution, bank or other
mortgage loan or home equity loan servicer having a net worth of not less than
$50,000,000 as the successor to the related Master Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the related Master Servicer hereunder; provided, that the appointment of any
such successor Master Servicer will not result in the qualification, reduction
or withdrawal of the ratings assigned to the Certificates by the Rating Agencies
as evidenced by a letter to such effect from the Rating Agencies. Pending
appointment of a successor to the related Master Servicer hereunder, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the successor shall be entitled to receive
compensation out of payments on the related Mortgage Loans in an amount equal to
the compensation which the related Master Servicer would otherwise have received
pursuant to Section 3.17 (or such other compensation as the Trustee and such
successor shall agree, not to exceed the Servicing Fee). The appointment of a
successor Master Servicer shall not affect any liability of the predecessor
Master Servicer which may have arisen under this Agreement prior to its
termination as a Master Servicer to pay any deductible under an insurance policy
pursuant to Section 3.13 or to reimburse the Trustee pursuant to Section 3.06),
nor shall any successor Master Servicer be liable for any acts or omissions of
the predecessor Master Servicer or for any breach by such Master Servicer of any
of its representations or warranties contained herein or in any related document
or agreement. The Trustee and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.

                  (b) Any successor to either Master Servicer, including the
Trustee, shall during the term of its service as servicer continue to service
and administer the Mortgage Loans for the benefit of Certificateholders, and
maintain in force a policy or policies of insurance covering errors and
omissions in the performance of its obligations as a Master Servicer hereunder
and a fidelity bond in respect of its officers, employees and agents to the same
extent as the related Master Servicer is so required pursuant to Section 3.18.

                  All Servicing Transfer Costs shall be paid by the predecessor
Master Servicer upon presentation of reasonable documentation of such costs, and
if such predecessor Master Servicer defaults in its obligation to pay such
costs, such costs shall be paid by the successor Master Servicer


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or the Trustee (in which case the successor Master Servicer or the Trustee, as
applicable, shall be entitled to reimbursement therefor from the assets of the
Trust).

                  (c) In connection with the termination or resignation of
either Master Servicer hereunder, either (i) the successor servicer, including
the Trustee if the Trustee is acting as a successor Master Servicer, shall
represent and warrant that it is a member of MERS in good standing and shall
agree to comply in all material respects with the rules and procedures of MERS
in connection with the servicing of the related Mortgage Loans that are
registered with MERS, in which case the predecessor Master Servicer shall
cooperate with the successor Master Servicer in causing MERS to revise its
records to reflect the transfer of servicing to the successor Master Servicer as
necessary under MERS' rules and regulations, or (ii) the predecessor Master
Servicer shall cooperate with the successor Master Servicer in causing MERS to
execute and deliver an assignment of Mortgage in recordable form to transfer the
Mortgage from MERS to the Trustee and to execute and deliver such other notices,
documents and other instruments as may be necessary or desirable to effect a
transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R)
System to the successor Master Servicer. The predecessor Master Servicer (or, if
the Trustee is the predecessor Master Servicer, the related initial Master
Servicer) shall file or cause to be filed any such assignment in the appropriate
recording office. The predecessor Master Servicer shall bear any and all fees of
MERS, costs of preparing any assignments of Mortgage, and fees and costs of
filing any assignments of Mortgage that may be required under this Section
7.02(c).

                  SECTION 7.03. Waiver of Defaults.

                  The Majority Certificateholders may, on behalf of all
Certificateholders, waive any events permitting removal of either Master
Servicer as a master servicer pursuant to this Article VII, provided, however,
that the Majority Certificateholders may not waive a default in making a
required distribution on a Certificate without the consent of the Holder of such
Certificate. Upon any waiver of a past default, such default shall cease to
exist and any Master Servicer Event of Termination arising therefrom shall be
deemed to have been remedied for every purpose of this Agreement. No such waiver
shall extend to any subsequent or other default or impair any right consequent
thereto except to the extent expressly so waived. Notice of any such waiver
shall be given by the Trustee to the Rating Agencies.

                  SECTION 7.04. Notification to Certificateholders.

                  (a) Upon any termination or appointment of a successor to
either Master Servicer pursuant to this Article VII or Section 6.04, the Trustee
shall give prompt written notice thereof to the Certificateholders at their
respective addresses appearing in the Certificate Register and each Rating
Agency.

                  (b) No later than 60 days after the occurrence of any event
which constitutes or which, with notice or a lapse of time or both, would
constitute a Master Servicer Event of Termination for five Business Days after a
Responsible Officer of the Trustee becomes aware of the occurrence of such an
event, the Trustee shall transmit by mail to all Certificateholders notice of
such occurrence unless such default or Master Servicer Event of Termination
shall have been waived or cured.


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                  SECTION 7.05. Survivability of Master Servicer Liabilities.

                  Notwithstanding anything herein to the contrary, upon
termination of either Master Servicer hereunder, any liabilities of the related
Master Servicer which accrued prior to such termination shall survive such
termination.




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                                  ARTICLE VIII

                                   THE TRUSTEE

                  SECTION 8.01. Duties of Trustee.

                  The Trustee, prior to the occurrence of a Master Servicer
Event of Termination and after the curing of all Master Servicer Events of
Termination which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. If a Master
Servicer Event of Termination has occurred (which has not been cured) of which a
Responsible Officer has knowledge, the Trustee shall exercise such of the rights
and powers vested in it by this Agreement, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

                  The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement; provided, however, that the
Trustee will not be responsible for the accuracy or content of any such
resolutions, certificates, statements, opinions, reports, documents or other
instruments. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner the Trustee shall take such action as it
deems appropriate to have the instrument corrected, and if the instrument is not
corrected to the Trustee's satisfaction, the Trustee will provide notice thereof
to the Certificateholders.

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

                  (i) prior to the occurrence of a Master Servicer Event of
         Termination, and after the curing of all such Master Servicer Events of
         Termination which may have occurred, the duties and obligations of the
         Trustee shall be determined solely by the express provisions of this
         Agreement, the Trustee shall not be liable except for the performance
         of such duties and obligations as are specifically set forth in this
         Agreement, no implied covenants or obligations shall be read into this
         Agreement against the Trustee and, in the absence of bad faith on the
         part of the Trustee, the Trustee may conclusively rely, as to the truth
         of the statements and the correctness of the opinions expressed
         therein, upon any certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Agreement;

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

                  (iii) the Trustee shall not be personally liable with respect
         to any action taken, suffered or omitted to be taken by it in good
         faith in accordance with the direction of the Majority
         Certificateholders relating to the time, method and place of conducting
         any


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         proceeding for any remedy available to the Trustee, or exercising or
         omitting to exercise any trust or power conferred upon the Trustee,
         under this Agreement; and

                  (iv) the Trustee shall not be charged with knowledge of any
         failure by either Master Servicer to comply with the obligations of the
         related Master Servicer referred to in clauses (i) and (ii) of Section
         7.01(a) or of the existence of any Master Servicer Termination Event
         unless a Responsible Officer of the Trustee at the Corporate Trust
         Office obtains actual knowledge of such failure or the Trustee receives
         written notice of such failure from the Depositor, either Master
         Servicer or the Majority Certificateholders.

                  The Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of either Master Servicer under this Agreement, except during
such time, if any, as the Trustee shall be the successor to, and be vested with
the rights, duties, powers and privileges of, the related Master Servicer in
accordance with the terms of this Agreement.

                  SECTION 8.02. Certain Matters Affecting the Trustee.

                  (a) Except as otherwise provided in Section 8.01:

                  (i) the Trustee may request and rely upon, and shall be
         protected in acting or refraining from acting upon, any resolution,
         Officers' Certificate, certificate of auditors or any other
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, appraisal, bond or other paper or document reasonably
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties, and the manner of obtaining consents and
         of evidencing the authorization of the execution thereof by
         Certificateholders shall be subject to such reasonable regulations as
         the Trustee may prescribe;

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

                  (iii) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Agreement, or to
         institute, conduct or defend any litigation hereunder or in relation
         hereto, at the request, order or direction of any of the
         Certificateholders, pursuant to the provisions of this Agreement,
         unless such Certificateholders shall have offered to the Trustee
         reasonable security or indemnity against the costs, expenses and
         liabilities which may be incurred therein or thereby; the right of the
         Trustee to perform any discretionary act enumerated in this Agreement
         shall not be construed as a duty, and the Trustee shall not be
         answerable for other than its negligence or willful misconduct in the
         performance of any such act;



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

                  (v) prior to the occurrence of a Master Servicer Event of
         Termination and after the curing of all Master Servicer Events of
         Termination which may have occurred, the Trustee shall not be bound to
         make any investigation into the facts or matters stated in any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, consent, order, approval, bond or other paper or
         documents, unless requested in writing to do so by the Majority
         Certificateholder; provided, however, that if the payment within a
         reasonable time to the Trustee of the costs, expenses or liabilities
         likely to be incurred by it in the making of such investigation is, in
         the opinion of the Trustee, not reasonably assured to the Trustee by
         the security afforded to it by the terms of this Agreement, the Trustee
         may require reasonable indemnity against such cost, expense or
         liability as a condition to such proceeding. The reasonable expense of
         every such examination shall be paid by the related Master Servicer or,
         if paid by the Trustee, shall be reimbursed by the related Master
         Servicer upon demand and, if not reimbursed by the related Master
         Servicer, shall be reimbursed by the Trust. Nothing in this clause (v)
         shall derogate from the obligation of the related Master Servicer to
         observe any applicable law prohibiting disclosure of information
         regarding the Mortgagors;

                  (vi) the Trustee shall not be accountable, shall have no
         liability and makes no representation as to any acts or omissions
         hereunder of either Master Servicer until such time as the Trustee may
         be required to act as a Master Servicer pursuant to Section 7.02 and
         thereupon only for the acts or omissions of the Trustee as a successor
         Master Servicer;

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

                  (viii) the right of the Trustee to perform any discretionary
         act enumerated in this Agreement shall not be construed as a duty, and
         the Trustee shall not be answerable for other than its negligence or
         willful misconduct in the performance of such act;

                  (ix) the Trustee shall not be personally liable for any loss
         resulting from the investment of funds held in the Collection Account
         made at the direction of the related Master Servicer pursuant to
         Section 3.12.

                  SECTION 8.03. Trustee Not Liable for Certificates or Mortgage
                                Loans.

                  The recitals contained herein and in the Certificates (other
than the authentication of the Trustee on the Certificates) shall be taken as
the statements of the Depositor, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representations as to the
validity or sufficiency of this Agreement or of the Certificates (other than the
signature and authentication of the Trustee on the Certificates) or of any
Mortgage Loan or related document or of MERS or the MERS(R) System. The Trustee
shall not be accountable for the use or application by either Master Servicer,
or for the use or application of any funds paid to the related Master Servicer


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in respect of the Mortgage Loans or deposited in or withdrawn from the
Collection Account by the related Master Servicer. The Trustee shall at no time
have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage or any Mortgage Loan, or the
perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
or its ability to generate the payments to be distributed to Certificateholders
under this Agreement, including, without limitation: the existence, condition
and ownership of any Mortgaged Property; the existence and enforceability of any
hazard insurance thereon (other than if the Trustee shall assume the duties of a
Master Servicer pursuant to Section 7.02); the validity of the assignment of any
Mortgage Loan to the Trustee or of any intervening assignment; the completeness
of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other
than if the Trustee shall assume the duties of either Master Servicer pursuant
to Section 7.02); the compliance by the Depositor, the Originator, the Seller or
the Master Servicers with any warranty or representation made under this
Agreement or in any related document or the accuracy of any such warranty or
representation prior to the Trustee's receipt of notice or other discovery of
any non-compliance therewith or any breach thereof; any investment of monies by
or at the direction of either Master Servicer or any loss resulting therefrom,
it being understood that the Trustee shall remain responsible for any Trust
property that it may hold in its individual capacity; the acts or omissions of
either of the Master Servicers (other than if the Trustee shall assume the
duties of a Master Servicer pursuant to Section 7.02), any Sub-Servicer or any
Mortgagor; any action of either Master Servicer (other than if the Trustee shall
assume the duties of a Master Servicer pursuant to Section 7.02), or any
Sub-Servicer taken in the name of the Trustee; the failure of a Master Servicer
or any Sub-Servicer to act or perform any duties required of it as agent of the
Trustee hereunder; or any action by the Trustee taken at the instruction of
either Master Servicer (other than if the Trustee shall assume the duties of a
Master Servicer pursuant to Section 7.02); provided, however, that the foregoing
shall not relieve the Trustee of its obligation to perform its duties under this
Agreement, including, without limitation, the Trustee's duty to review the
Mortgage Files pursuant to Section 2.01. The Trustee shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder (unless the Trustee shall have
become a successor Master Servicer).

                  SECTION 8.04. Trustee May Own Certificates.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Certificates with the same rights as it would have if it
were not Trustee and may transact any banking and trust business with the
Originator, either Master Servicer, the Depositor or their Affiliates.

                  SECTION 8.05. Trustee Fee and Expenses.

                  (a) The Trustee shall withdraw from the Distribution Account
on each Distribution Date and pay to itself the Trustee Fee prior to making any
distributions to Certificateholders. The Trustee, or any director, officer,
employee or agent of the Trustee, shall be indemnified by the Trust Fund and
held harmless against any loss, liability or expense (not including expenses and
disbursements incurred or made by the Trustee, including the compensation and
the expenses and disbursements of its agents and counsel, in the ordinary course
of the Trustee's


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performance in accordance with the provisions of this Agreement) incurred by the
Trustee arising out of or in connection with the acceptance or administration of
its obligations and duties under this Agreement, other than any loss, liability
or expense (i) resulting from a breach of either Master Servicer's obligations
and duties under this Agreement for which the Trustee is indemnified under
Section 8.05(b) or (ii) any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence of the Trustee in the performance
of its duties hereunder or by reason of the Trustee's reckless disregard of
obligations and duties hereunder or as a result of a breach of the Trustee's
obligations under Article X hereof. Any amounts payable to the Trustee, or any
director, officer, employee or agent of the Trustee, in respect of the
indemnification provided by this Section 8.05(a), or pursuant to any other right
of reimbursement from the Trust Fund that the Trustee, or any director, officer,
employee or agent of the Trustee, may have hereunder in its capacity as such,
may be withdrawn by the Trustee from the Distribution Account at any time. The
foregoing indemnity shall survive the resignation or removal of the Trustee.

                  (b) Each Master Servicer agrees to indemnify the Trustee or
any director, officer, employee or agent of the Trustee from, and hold it
harmless against, any loss, liability or expense resulting from a breach of the
related Master Servicer's obligations and duties under this Agreement. Such
indemnity shall survive the termination or discharge of this Agreement and the
resignation or removal of the Trustee and the related Master Servicer for
actions prior to such resignation or removal. Any payment hereunder made by
either Master Servicer to the Trustee shall be from the related Master
Servicer's own funds, without reimbursement from the Trust Fund therefor.

                  SECTION 8.06. Eligibility Requirements for Trustee.

                  The Trustee hereunder shall at all times be an entity duly
organized and validly existing under the laws of the United States of America or
any state thereof, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
entity publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section 8.06, the combined capital and surplus of such
entity shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. The principal office of the
Trustee (other than the initial Trustee) shall be in a state with respect to
which an Opinion of Counsel has been delivered to such Trustee at the time such
Trustee is appointed Trustee to the effect that the Trust will not be a taxable
entity under the laws of such state. In case at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 8.06, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07.

                  SECTION 8.07. Resignation or Removal of Trustee.

                  The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicers and each Rating Agency. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor Trustee. If no successor Trustee
shall have been so appointed and having accepted appointment within 30 days
after the giving of such notice of resignation, the


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resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or if at any time the Trustee shall be
legally unable to act, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor or the Master Servicers may remove the Trustee. If the Depositor or
the Master Servicers removes the Trustee under the authority of the immediately
preceding sentence, the Depositor shall promptly appoint a successor Trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee.

                  The Majority Certificateholders may at any time remove the
Trustee by written instrument or instruments delivered to the Master Servicers,
the Depositor and the Trustee; the Depositor shall thereupon use its best
efforts to appoint a successor trustee in accordance with this Section.

                  Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

                  SECTION 8.08. Successor Trustee.

                  Any successor Trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Master Servicers
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective, and such successor Trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with like effect as if
originally named as Trustee. The Depositor, the Master Servicers and the
predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly vesting and
confirming in the successor Trustee all such rights, powers, duties and
obligations.

                  No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor Trustee
shall be eligible under the provisions of Section 8.06 and the appointment of
such successor Trustee shall not result in a downgrading of the Regular
Certificates by either Rating Agency, as evidenced by a letter from each Rating
Agency.

                  Upon acceptance of appointment by a successor Trustee as
provided in this Section 8.08, the successor Trustee shall mail notice of the
appointment of a successor Trustee hereunder to all Holders of Certificates at
their addresses as shown in the Certificate Register and to each Rating Agency.

                  SECTION 8.09. Merger or Consolidation of Trustee.


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                  Any entity into which the Trustee may be merged or converted
or with which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder, provided such entity shall be eligible under the provisions of
Section 8.06 and 8.08, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

                  SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

                  Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust or any Mortgaged Property may at the time be
located, the Depositor and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Master Servicers and the Trustee may
consider necessary or desirable. Any such co- trustee or separate trustee shall
be subject to the written approval of the Master Servicers. If the Master
Servicers shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, or in the case a Master Servicer Event of
Termination shall have occurred and be continuing, the Trustee alone shall have
the power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 8.06, and no notice to Certificateholders of the appointment of any
co-trustee or separate trustee shall be required under Section 8.08. The related
Master Servicer shall be responsible for the fees of any co-trustee or separate
trustee appointed hereunder.

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

                  (i) all rights, powers, duties and obligations conferred or
         imposed upon the Trustee shall be conferred or imposed upon and
         exercised or performed by the Trustee and such separate trustee or
         co-trustee jointly (it being understood that such separate trustee or
         co-trustee is not authorized to act separately without the Trustee
         joining in such act), except to the extent that under any law of any
         jurisdiction in which any particular act or acts are to be performed
         (whether as Trustee hereunder or as successor to the related 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 the Trust or any
         portion thereof in any such jurisdiction) shall be exercised and
         performed singly by such separate trustee or co-trustee, but solely at
         the direction of the Trustee;

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

                  (iii) the Master Servicers and the Trustee, acting jointly,
         may at any time accept the resignation of or remove any separate
         trustee or co-trustee except that following the


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         occurrence of a Master Servicer Event of Termination, the Trustee
         acting alone may accept the resignation or remove any separate trustee
         or co-trustee.

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

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

                  SECTION 8.11. Limitation of Liability.

                  The Certificates are executed by the Trustee, not in its
individual capacity but solely as Trustee of the Trust, in the exercise of the
powers and authority conferred and vested in it by the Trust Agreement. Each of
the undertakings and agreements made on the part of the Trustee in the
Certificates is made and intended not as a personal undertaking or agreement by
the Trustee but is made and intended for the purpose of binding only the Trust.

                  SECTION 8.12. Trustee May Enforce Claims Without Possession of
                                Certificates.

                  (a) All rights of action and claims under this Agreement or
the Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such proceeding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee for the benefit of all
Holders of such Certificates, subject to the provisions of this Agreement. Any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursement and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Certificateholders in respect of
which such judgment has been recovered.

                  (b) The Trustee shall afford the Seller, the Depositor, the
Master Servicers and each Certificateholder upon reasonable prior notice during
normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish
the Depositor, the Master Servicers and any requesting Certificateholder with
its most recent financial statements. The Trustee shall cooperate fully with the
Seller, the Master Servicers, the Depositor and


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such Certificateholder and shall make available to the Seller, the Master
Servicers, the Depositor and such Certificateholder for review and copying such
books, documents or records as may be requested with respect to the Trustee's
duties hereunder. The Seller, the Depositor, the Master Servicers and the
Certificateholders shall not have any responsibility or liability for any action
or failure to act by the Trustee and are not obligated to supervise the
performance of the Trustee under this Agreement or otherwise.

                  SECTION 8.13. Suits for Enforcement.

                  In case a Master Servicer Event of Termination or other
default by a Master Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, shall, at the direction of the Majority
Certificateholders, or may, proceed to protect and enforce its rights and the
rights of the Certificateholders under this Agreement by a suit, action or
proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy, as the Trustee, being advised by
counsel, and subject to the foregoing, shall deem most effectual to protect and
enforce any of the rights of the Trustee and the Certificateholders.

                  SECTION 8.14. Waiver of Bond Requirement.

                  The Trustee shall be relieved of, and each Certificateholder
hereby waives, any requirement of any jurisdiction in which the Trust, or any
part thereof, may be located that the Trustee post a bond or other surety with
any court, agency or body whatsoever.

                  SECTION 8.15. Waiver of Inventory, Accounting and Appraisal
                                Requirement.

                  The Trustee shall be relieved of, and each Certificateholder
hereby waives, any requirement of any jurisdiction in which the Trust, or any
part thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.




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                                   ARTICLE IX

                              REMIC ADMINISTRATION

                  SECTION 9.01. REMIC Administration.

                  (a) REMIC elections as set forth in the Preliminary Statement
shall be made by the Trustee on Form 1066 or other appropriate federal tax or
information return for the taxable year ending on the last day of the calendar
year in which the Certificates are issued. The regular interests and residual
interest in each REMIC shall be as designated in the Preliminary Statement.

                  (b) The Closing Date is hereby designated as the "Startup Day"
of each REMIC within the meaning of section 860G(a)(9) of the Code.

                  (c) The Trustee shall pay any and all expenses relating to any
tax audit of any REMIC (including, but not limited to, any professional fees or
any administrative or judicial proceedings with respect to any REMIC that
involve the Internal Revenue Service or state tax authorities), including the
expense of obtaining any tax related Opinion of Counsel. The Trustee shall be
entitled to reimbursement of expenses incurred pursuant to this Section 9.01(c)
to the extent provided in Section 8.05.

                  (d) The Trustee shall prepare, sign and file, all of the
REMICs' federal and state tax and information returns (including Form 8811) as
the direct representative each REMIC created hereunder. The expenses of
preparing and filing such returns shall be borne by the Trustee.

                  (e) The Holder of the Class R Certificate at any time holding
the largest Percentage Interest thereof shall be the "tax matters person" as
defined in the REMIC Provisions (the related "Tax Matters Person") with respect
to REMIC 1 and REMIC 2 and shall act as Tax Matters Person for each such REMIC.
The Trustee, as agent for the Tax Matters Person, shall perform on behalf of
each REMIC all reporting and other tax compliance duties that are the
responsibility of such REMIC under the Code, the REMIC Provisions, or other
compliance guidance issued by the Internal Revenue Service or any state or local
taxing authority. Among its other duties, if required by the Code, the REMIC
Provisions, or other such guidance, the Trustee, as agent for the Tax Matters
Person, shall provide (i) to the Treasury or other governmental authority such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any disqualified person or organization
and (ii) to the Certificateholders such information or reports as are required
by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters
Person, shall represent each REMIC in any administrative or judicial proceedings
relating to an examination or audit by any governmental taxing authority,
request an administrative adjustment as to any taxable year of any REMIC, enter
into settlement agreements with any government taxing agency, extend any statute
of limitations relating to any item of any REMIC and otherwise act on behalf of
any REMIC in relation to any tax matter involving the Trust.

                  (f) The Trustee, the Master Servicers and the Holders of
Certificates shall take any action or cause any REMIC to take any action
necessary to create or maintain the status of each REMIC as a REMIC under the
REMIC Provisions and shall assist each other as necessary to create


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or maintain such status. Neither the Trustee, the Master Servicers nor the
Holder of any Residual Certificate shall take any action, cause any REMIC
created hereunder to take any action or fail to take (or fail to cause to be
taken) any action that, under the REMIC Provisions, if taken or not taken, as
the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii)
result in the imposition of a tax upon such REMIC (including but not limited to
the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the
tax on prohibited contributions set forth on Section 860G(d) of the Code)
(either such event, an "Adverse REMIC Event") unless the Trustee and the Master
Servicers have received an Opinion of Counsel (at the expense of the party
seeking to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such a tax. In addition,
prior to taking any action with respect to any REMIC created hereunder or the
assets therein, or causing such REMIC to take any action, which is not expressly
permitted under the terms of this Agreement, any Holder of a Residual
Certificate will consult with the Trustee and the Master Servicers, or their
respective designees, in writing, with respect to whether such action could
cause an Adverse REMIC Event to occur with respect to any REMIC, and no such
Person shall take any such action or cause any REMIC to take any such action as
to which the Trustee or the Master Servicers has advised it in writing that an
Adverse REMIC Event could occur.

                  (g) Each Holder of a Residual Certificate shall pay when due
any and all taxes imposed on each REMIC created hereunder by federal or state
governmental authorities. To the extent that such Trust taxes are not paid by a
Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out
of current or future amounts otherwise distributable to the Holder of the
Residual Certificate in the REMICs or, if no such amounts are available, out of
other amounts held in the Distribution Account, and shall reduce amounts
otherwise payable to Holders of regular interests in the related REMIC. Subject
to the foregoing, in the event that a REMIC incurs a state or local tax,
including franchise taxes, as a result of a determination that such REMIC is
domiciled in the State of California for state tax purposes by virtue of the
location of either Master Servicer, the related Master Servicer agrees to pay on
behalf of such REMIC when due, any and all state and local taxes imposed as a
result of such a determination, in the event that the Holder of the related
Residual Certificate fails to pay such taxes, if any, when imposed.

                  (h) The Trustee, as agent for the Tax Matters Person, shall,
for federal income tax purposes, maintain books and records with respect to each
REMIC created hereunder on a calendar year and on an accrual basis.

                  (i) No additional contributions of assets shall be made to any
REMIC created hereunder, except as expressly provided in this Agreement with
respect to eligible substitute mortgage loans.

                  (j) Neither the Trustee nor the Master Servicers shall enter
into any arrangement by which any REMIC created hereunder will receive a fee or
other compensation for services.

                  (k) On or before April 15 of each calendar year beginning in
2004, each Master Servicer shall deliver to the Trustee and each Rating Agency
an Officers' Certificate stating the Master Servicer's compliance with the
provisions of this Section 9.01.



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                  (l) The Trustee will apply for an Employee Identification
Number from the Internal Revenue Service via a Form SS-4 or other acceptable
method for all tax entities and shall complete the Form 8811.

                  SECTION 9.02. Prohibited Transactions and Activities.

                  Neither the Depositor, the Master Servicers nor the Trustee
shall sell, dispose of, or substitute for any of the Mortgage Loans, except in a
disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the
bankruptcy of the Trust Fund, (iii) the termination of any REMIC created
hereunder pursuant to Article X of this Agreement, (iv) a substitution pursuant
to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant
to Article II of this Agreement, nor acquire any assets for any REMIC, nor sell
or dispose of any investments in the Distribution Account for gain, nor accept
any contributions to either REMIC after the Closing Date, unless it has received
an Opinion of Counsel (at the expense of the party causing such sale,
disposition, or substitution) that such disposition, acquisition, substitution,
or acceptance will not (a) affect adversely the status of any REMIC created
hereunder as a REMIC or of the interests therein other than the Residual
Certificates as the regular interests therein, (b) affect the distribution of
interest or principal on the Certificates, (c) result in the encumbrance of the
assets transferred or assigned to the Trust Fund (except pursuant to the
provisions of this Agreement) or (d) cause any REMIC created hereunder to be
subject to a tax on prohibited transactions or prohibited contributions pursuant
to the REMIC Provisions.

                  SECTION 9.03. Indemnification with Respect to Certain Taxes
                                and Loss of REMIC Status.

                  (a) In the event that any REMIC fails to qualify as a REMIC,
loses its status as a REMIC, or incurs federal, state or local taxes as a result
of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by either Master Servicer of its
duties and obligations set forth herein, the related Master Servicer shall
indemnify the Trustee and the Trust Fund against any and all losses, claims,
damages, liabilities or expenses ("Losses") resulting from such negligence;
provided, however, that the related Master Servicer shall not be liable for any
such Losses attributable to the action or inaction of the Trustee, the Depositor
or the Holder of such Residual Certificate, as applicable, nor for any such
Losses resulting from misinformation provided by the Holder of such Residual
Certificate on which the related Master Servicer has relied. The foregoing shall
not be deemed to limit or restrict the rights and remedies of the Holder of such
Residual Certificate now or hereafter existing at law or in equity.
Notwithstanding the foregoing, however, in no event shall the related Master
Servicer have any liability (1) for any action or omission that is taken in
accordance with and in compliance with the express terms of, or which is
expressly permitted by the terms of, this Agreement, (2) for any Losses other
than arising out of a negligent performance by the related Master Servicer of
its duties and obligations set forth herein, and (3) for any special or
consequential damages to Certificateholders (in addition to payment of principal
and interest on the Certificates).

                  (b) In the event that any REMIC fails to qualify as a REMIC,
loses its status as a REMIC, or incurs federal, state or local taxes as a result
of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Trustee of its


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duties and obligations set forth herein, the Trustee shall indemnify the Trust
Fund against any and all Losses resulting from such negligence; provided,
however, that the Trustee shall not be liable for any such Losses attributable
to the action or inaction of either Master Servicer, the Depositor or the Holder
of such Residual Certificate, as applicable, nor for any such Losses resulting
from misinformation provided by the Holder of such Residual Certificate on which
the Trustee has relied. The foregoing shall not be deemed to limit or restrict
the rights and remedies of the Holder of such Residual Certificate now or
hereafter existing at law or in equity. Notwithstanding the foregoing, however,
in no event shall the Trustee have any liability (1) for any action or omission
that is taken in accordance with and in compliance with the express terms of, or
which is expressly permitted by the terms of, this Agreement, (2) for any Losses
other than arising out of a negligent performance by the Trustee of its duties
and obligations set forth herein, and (3) for any special or consequential
damages to Certificateholders (in addition to payment of principal and interest
on the Certificates).




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                                    ARTICLE X

                                   TERMINATION

                  SECTION 10.01. Termination.

                  (a) The respective obligations and responsibilities of the
Master Servicers, the Depositor and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments to Certificateholders after
the final Distribution Date and the obligation of the Master Servicers to send
certain notices as hereinafter set forth) shall terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Terminator of the Mortgage Loans as described
below, (iv) the Distribution Date in November 2033 and (v) direction by the
Holders of each Class of Regular Certificates evidencing Percentage Interests
aggregating not less than 100%, with the consent of the Master Servicers.
Notwithstanding the foregoing, in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James's, living on the date hereof.

                  The Holders of a majority in Percentage Interest in the Class
C Certificates (unless any such Holder constituting such majority is the Seller,
Greenwich Capital Markets, Inc. or an Affiliate of either of them), or if such
Holders fail to exercise such option or if any such Holder constituting such
majority is the Seller, Greenwich Capital Markets, Inc. or an Affiliate of
either of them, GMAC Mortgage Corporation (with the written consent of the
Depositor or an Affiliate thereof, such consent not to be unreasonably withheld)
(either such majority Holders or GMAC Mortgage Corporation, as applicable, the
"Terminator"), may, at its option, terminate this Agreement on any date on which
the aggregate of the Stated Principal Balances of the Mortgage Loans (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) on such date is equal
to or less than 10% of the aggregate Stated Principal Balances of the Original
Mortgage Loans on the Cut-off Date, by purchasing, on the next succeeding
Distribution Date, all of the outstanding Mortgage Loans and REO Properties at a
price equal to the greater of (i) the Stated Principal Balance of the Mortgage
Loans (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and the
appraised value of the REO Properties and (ii) fair market value of the Mortgage
Loans and REO Properties (as determined and as agreed upon as of the close of
business on the third Business Day next preceding the date upon which notice of
any such termination is furnished to the related Certificateholders pursuant to
Section 10.01(c) by (x) GMAC Mortgage Corporation, if it is the Terminator, (y)
the Holders of a majority in Percentage Interest in the Class C Certificates and
(z) if the Class A Certificates, a Class of Mezzanine Certificates or the Class
B Certificates will not receive all amounts owed to it as a result of the
termination, the Trustee, provided that if this clause (z) applies to such
determination, such determination shall be based solely upon an appraisal
obtained as provided in the last sentence of this paragraph), plus accrued and
unpaid interest thereon at the weighted average of the Mortgage Rates through
the end of the Due Period preceding the final


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<PAGE>



Distribution Date plus unreimbursed Servicing Advances, Advances, any unpaid
Servicing Fees allocable to such Mortgage Loans and REO Properties and any
accrued and unpaid Net WAC Rate Carryover Amounts (the "Termination Price");
provided, however, such option may only be exercised if the Termination Price is
sufficient to result in the payment of all interest accrued on, as well as
amounts necessary to retire the principal balance of, each class of notes
secured primarily by the Class C Certificates and issued by a Delaware statutory
trust pursuant to the Indenture between such issuer and the Trustee as indenture
trustee. If the determination of the fair market value of the Mortgage Loans and
REO Properties shall be required to be made and agreed upon by GMAC Mortgage
Corporation, if it is the Terminator, the Holders of a majority in Percentage
Interest in the Class C Certificates and the Trustee as provided in (ii) above,
such determination shall be based on an appraisal of the value of the Mortgage
Loans and REO Properties conducted by an independent appraiser mutually agreed
upon by GMAC Mortgage Corporation, if it is the Terminator, the Holders of a
majority in Percentage Interest in the Class C Certificates and the Trustee in
their reasonable discretion, and (A) such appraisal shall be obtained at no
expense to the Trustee and (B) the Trustee may conclusively rely on, and shall
be protected in relying on, such appraisal.

                  In connection with any such purchase pursuant to the preceding
paragraph, the Terminator shall deposit in the Distribution Account all amounts
then on deposit in the Collection Account, which deposit shall be deemed to have
occurred immediately preceding such purchase.

                  Any such purchase shall be accomplished by deposit into the
Distribution Account on the Determination Date before such Distribution Date of
the Termination Price.

                  (b) Notice of any termination, specifying the Distribution
Date (which shall be a date that would otherwise be a Distribution Date) upon
which the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee upon the Trustee receiving notice of such date from the Terminator,
by letter to the Certificate Insurer and to the Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying (1) the Distribution
Date upon which final distribution of the Certificates will be made upon
presentation and surrender of such Certificates at the office or agency of the
Trustee therein designated, (2) the amount of any such final distribution and
(3) that the Record Date otherwise applicable to such Distribution Date is not
applicable, distributions being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified.

                  (c) Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed to the Holders of the Certificates on the
Distribution Date for such final distribution, in proportion to the Percentage
Interests of their respective Class and to the extent that funds are available
for such purpose, an amount equal to the amount required to be distributed to
such Holders in accordance with the provisions of Section 4.01 for such
Distribution Date. By acceptance of the Residual Certificates, the Holders of
the Residual Certificates agree, in connection with any termination hereunder,
to assign and transfer any amounts in excess of the par value of the Mortgage
Loans, and to the extent received in respect of such termination, to pay any
such amounts to the Holders of the Class C Certificates.



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                  (d) In the event that all Certificateholders shall not
surrender their Certificates for final payment and cancellation on or before
such final Distribution Date, the Trustee shall promptly following such date
cause all funds in the Distribution Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate Servicing
Account for the benefit of such Certificateholders, and GMAC Mortgage
Corporation (if GMAC Mortgage Corporation has exercised its right to purchase
the Mortgage Loans) or the Trustee (in any other case) shall give a second
written notice to the remaining Certificateholders, to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within nine months after the second notice all the Certificates
shall not have been surrendered for cancellation, the Residual
Certificateholders shall be entitled to all unclaimed funds and other assets
which remain subject hereto, and the Trustee upon transfer of such funds shall
be discharged of any responsibility for such funds, and the Certificateholders
shall look to the Residual Certificateholders for payment.

                  SECTION 10.02. Additional Termination Requirements.

                  (a) In the event that the Terminator exercises its purchase
option as provided in Section 10.01, each REMIC shall be terminated in
accordance with the following additional requirements, unless the Trustee shall
have been furnished with an Opinion of Counsel to the effect that the failure of
the Trust to comply with the requirements of this Section will not (i) result in
the imposition of taxes on "prohibited transactions" of the Trust as defined in
Section 860F of the Code or (ii) cause any REMIC constituting part of the Trust
Fund to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

                  (i) Within 90 days prior to the final Distribution Date, the
         Terminator shall adopt and the Trustee shall sign a plan of complete
         liquidation of each REMIC created hereunder meeting the requirements of
         a "Qualified Liquidation" under Section 860F of the Code and any
         regulations thereunder (as evidenced by an Opinion of Counsel); and

                  (ii) At or after the time of adoption of such a plan of
         complete liquidation and at or prior to the final Distribution Date,
         the Trustee shall sell all of the assets of the Trust Fund to the
         Terminator for cash pursuant to the terms of the plan of complete
         liquidation.

                  (b) In the event that the Trust is terminated pursuant to
Section 10.01(a)(v), the Trustee shall be furnished with an Opinion of Counsel
to the effect that the termination satisfies the requirements of Treasury
Regulation Section 1.860F-1.

                  (c) By their acceptance of Certificates, the Holders thereof
hereby agree to appoint the Trustee as their attorney in fact to: (i) adopt such
a plan of complete liquidation (and the Certificateholders hereby appoint the
Trustee as their attorney in fact to sign such plan) as appropriate and (ii) to
take such other action in connection therewith as may be reasonably required to
carry out such plan of complete liquidation all in accordance with the terms
hereof.



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<PAGE>



                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  SECTION 11.01. Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Seller, the Master Servicers and the Trustee; and without the
consent of the Certificateholders (i) to cure any ambiguity, (ii) to correct or
supplement any provisions herein which may be defective or inconsistent with any
other provisions herein (iii) to amend the provisions of Section 3.26 or (iv) to
make any other provisions with respect to matters or questions arising under
this Agreement which shall not be inconsistent with the provisions of this
Agreement; provided that such action shall not adversely affect in any material
respect the interests of any Certificateholder as evidenced by either (a) an
Opinion of Counsel delivered to the Trustee or (b) written notice to the
Depositor, the Master Servicers and the Trustee from the Rating Agencies that
such action will not result in the reduction or withdrawal of the rating of any
outstanding Class of Certificates with respect to which it is a Rating Agency.
No amendment shall be deemed to adversely affect in any material respect the
interests of any Certificateholder who shall have consented thereto, and no
Opinion of Counsel or Rating Agency confirmation shall be required to address
the effect of any such amendment on any such consenting Certificateholder.
Notwithstanding the foregoing, neither an Opinion of Counsel nor written notice
to the Depositor, the Master Servicers and the Trustee from the Rating Agencies
will be required in connection with an amendment to the provisions of Section
3.26.

                  In addition, this Agreement may be amended from time to time
by the Depositor, the Master Servicers and the Trustee with the consent of the
Majority Certificateholders for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates; provided,
however, that no such amendment or waiver shall (x) reduce in any manner the
amount of, or delay the timing of, payments on the Certificates or distributions
which are required to be made on any Certificate without the consent of the
Holder of such Certificate, (y) adversely affect in any material respect the
interests of the Holders of any Class of Certificates (as evidenced by either
(i) an Opinion of Counsel delivered to the Trustee or (ii) written notice to the
Depositor, the Master Servicers and the Trustee from the Rating Agencies that
such action will not result in the reduction or withdrawal of the rating of any
outstanding Class of Certificates with respect to which it is a Rating Agency)
in a manner other than as described in clause (x) above, without the consent of
the Holders of Certificates of such Class evidencing at least a 66% Percentage
Interest in such Class, or (z) reduce the percentage of Voting Rights required
by clause (y) above without the consent of the Holders of all Certificates of
such Class then outstanding. Upon approval of an amendment, a copy of such
amendment shall be sent to the Rating Agencies.

                  Notwithstanding any provision of this Agreement to the
contrary, the Trustee shall not consent to any amendment to this Agreement
unless it shall have first received an Opinion of Counsel, delivered by (and at
the expense of) the Person seeking such Amendment, to the effect that such
amendment will not result in the imposition of a tax on any REMIC created
hereunder constituting part of the Trust Fund pursuant to the REMIC Provisions
or cause any REMIC created


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<PAGE>



hereunder constituting part of the Trust to fail to qualify as a REMIC at any
time that any Certificates are outstanding and that the amendment is being made
in accordance with the terms hereof.

                  Promptly after the execution of any such amendment the Trustee
shall furnish, at the expense of the Person that requested the amendment if such
Person is a Master Servicer (but in no event at the expense of the Trustee),
otherwise at the expense of the Trust, a copy of such amendment and the Opinion
of Counsel referred to in the immediately preceding paragraph to the Servicer
and each Rating Agency.

                  It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment; instead it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may prescribe.

                  The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this Section 11.01 that affects its rights, duties and
immunities under this Agreement or otherwise.

                  SECTION 11.02. Recordation of Agreement; Counterparts.

                  To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the related Master Servicer at the expense of the Trust, but only
upon direction of Certificateholders accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.

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

                  SECTION 11.03. Limitation on Rights of Certificateholders.

                  The death or incapacity of any Certificateholder shall not (i)
operate to terminate this Agreement or the Trust, (ii) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust, or (iii) otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

                  Except as expressly provided for herein, no Certificateholder
shall have any right to vote or in any manner otherwise control the operation
and management of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth or contained in the terms of the Certificates be
construed so as to constitute the Certificateholders from time to time as
partners or


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<PAGE>



members of an association; nor shall any Certificateholder be under any
liability to any third person by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

                  No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates entitled to at least 25% of the Voting Rights shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 15 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03 each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

                  SECTION 11.04. Governing Law; Jurisdiction.

                  This Agreement shall be construed in accordance with the laws
of the State of New York, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws. With respect
to any claim arising out of this Agreement, each party irrevocably submits to
the exclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in The City of New
York, and each party irrevocably waives any objection which it may have at any
time to the laying of venue of any suit, action or proceeding arising out of or
relating hereto brought in any such courts, irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought
in any inconvenient forum and further irrevocably waives the right to object,
with respect to such claim, suit, action or proceeding brought in any such
court, that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.

                  SECTION 11.05. Notices.

                  All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first class mail, postage prepaid, by facsimile or by express
delivery service, to (a) in the case of Impac Funding Corporation, 1401 Dove
Street, Newport Beach, California 92660, Attention: General Counsel, or such
other address or telecopy number as may hereafter be furnished to the Depositor
and the Trustee in writing by Impac Funding Corporation, (b) in the case of GMAC
Mortgage Corporation, 100 Witmer Road, Horsham, Pennsylvania 19044, Attention:
Senior Vice President, Capital Markets, or such other address or telecopy number
as may hereafter be furnished to the Depositor and the Trustee in writing by
GMAC


                                       135

<PAGE>



Mortgage Corporation, (c) in the case of the Trustee, Deutsche Bank National
Trust Company, 1761 East St. Andrew Place, Santa Ana, California 92705-4934,
Attention: GC03S2 (telecopy number: (714) 247-6329), or such other address or
telecopy number as may hereafter be furnished to the Depositor and the Master
Servicers in writing by the Trustee, and (c) in the case of the Depositor,
Financial Asset Securities Corp., 600 Steamboat Road, Greenwich, Connecticut
06830, Attention: Legal, or such other address as may be furnished to the Master
Servicers and the Trustee in writing by the Depositor. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Notice of any Master Servicer Event of Termination shall be given by
telecopy and by certified mail. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have duly been given when
mailed, whether or not the Certificateholder receives such notice. A copy of any
notice required to be telecopied hereunder shall also be mailed to the
appropriate party in the manner set forth above.

                  SECTION 11.06. Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall for any reason whatsoever be held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

                  SECTION 11.07. Article and Section References.

                  All article and section references used in this Agreement,
unless otherwise provided, are to articles and sections in this Agreement.

                  SECTION 11.08. Notice to the Rating Agencies.

                  (a) Each of the Trustee and the Master Servicers shall be
obligated to use its best reasonable efforts promptly to provide notice to the
Rating Agencies with respect to each of the following of which a Responsible
Officer of the Trustee or a Master Servicer, as the case may be, has actual
knowledge:

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

                  (ii) the occurrence of any Master Servicer Event of
         Termination that has not been cured or waived;

                  (iii) the resignation or termination of a Master Servicer or
         the Trustee;

                  (iv) the final payment to Holders of the Certificates of any
         Class;

                  (v) any change in the location of any Account; and



                                       136

<PAGE>



                  (vi) if the Trustee is acting as a successor Master Servicer
         pursuant to Section 7.02 hereof, any event that would result in the
         inability of the Trustee to make Advances.

                  (b) In addition, the Trustee shall promptly make available to
each Rating Agency copies of each Statement to Certificateholders described in
Sections 4.03 and 3.19 hereof and each Master Servicer shall promptly furnish to
each Rating Agency copies of the following:

                  (i) each annual statement as to compliance described in
         Section 3.19 hereof;

                  (ii) each annual independent public accountants' servicing
         report described in Section 3.20 hereof; and

                  (iii) each notice delivered pursuant to Section 7.01(a) hereof
         which relates to the fact that a Master Servicer has not made an
         Advance.

                  Any such notice pursuant to this Section 11.08 shall be in
writing and shall be deemed to have been duly given if personally delivered or
mailed by first class mail, postage prepaid, or by express delivery service to
(i) Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
(ii) Standard & Poor's, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, 41st Floor, New York, NY 10041, Attention: Residential Mortgage
Surveillance Group and (iii) Fitch Ratings, One State Street Plaza, New York,
New York 10004.

                  SECTION 11.09. Further Assurances.

                  Notwithstanding any other provision of this Agreement, neither
the Regular Certificateholders nor the Trustee shall have any obligation to
consent to any amendment or modification of this Agreement unless they have been
provided reasonable security or indemnity against their out-of-pocket expenses
(including reasonable attorneys' fees) to be incurred in connection therewith.

                  SECTION 11.10. Benefits of Agreement.

                  Nothing in this Agreement or in the Certificates, expressed or
implied, shall give to any Person, other than the Certificateholders and the
parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Agreement.

                  SECTION 11.11 Acts of Certificateholders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by the Certificateholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Certificateholders in
person or by agent duly appointed in writing, and such action shall become
effective when such instrument or instruments are delivered to the Trustee and
the Master Servicers. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "act" of
the Certificateholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be


                                       137

<PAGE>



sufficient for any purpose of this Agreement and conclusive in favor of the
Trustee and the Trust, if made in the manner provided in this Section 11.11.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

                  (c) Any request, demand, authorization, direction, notice,
consent, waiver or other action by any Certificateholder shall bind every future
Holder of such Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee or the
Trust in reliance thereon, whether or not notation of such action is made upon
such Certificate.




                                       138

<PAGE>



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

                                  FINANCIAL ASSET SECURITIES CORP.,
                                  as Depositor


                                  By:_____________________________________
                                  Name:
                                  Title:


                                  IMPAC FUNDING CORPORATION, as a Master
                                  Servicer


                                  By:_____________________________________
                                  Name:
                                  Title:


                                  GMAC MORTGAGE CORPORATION, as a Master
                                  Servicer


                                  By:_____________________________________
                                  Name:
                                  Title:



                                  DEUTSCHE BANK NATIONAL TRUST
                                  COMPANY, as Trustee


                                  By:_____________________________________
                                  Name:
                                  Title:

                                  By:_____________________________________
                                  Name:
                                  Title:




<PAGE>



STATE OF        )
                ) ss.:
COUNTY OF       )

                  On the ___th day of December, 2003 before me, a notary public
in and for said State, personally appeared _______________ known to me to be a
______________ of Financial Asset Securities Corp., a Delaware corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                              ______________________________
                                                       Notary Public







<PAGE>



STATE OF       )
               ) ss.:
COUNTY OF      )

                  On the ___th day of December, 2003 before me, a notary public
in and for said State, personally appeared _______________ known to me to be a
_______________ of Impac Funding Corporation, a corporation that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                              ______________________________
                                                       Notary Public




<PAGE>



STATE OF        )
                ) ss.:
COUNTY OF       )

                  On the ___th day of December, 2003 before me, a notary public
in and for said State, personally appeared _______________ known to me to be a
_______________ of GMAC Mortgage Corporation, a corporation that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                              ______________________________
                                                       Notary Public





<PAGE>


STATE OF         )
                 ) ss.:
COUNTY OF        )

                  On the ___th day of December, 2003 before me, a notary public
in and for said State, personally appeared __________________, known to me to be
an _____________________ of Deutsche Bank National Trust Company, a
____________________ that executed the within instrument, and also known to me
to be the person who executed it on behalf of said association, and acknowledged
to me that such corporation executed the within instrument.

                  On the ___th day of November, 2003 before me, a notary public
in and for said State, personally appeared __________________, known to me to be
an _____________________ of Deutsche Bank National Trust Company, a
____________________ that executed the within instrument, and also known to me
to be the person who executed it on behalf of said association, and acknowledged
to me that such corporation executed the within instrument.


                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                              ______________________________
                                                       Notary Public
<PAGE>
                                    EXHIBIT 1

                         FORM OF CLASS A-1A CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     December 1, 2003

First Distribution Date                         :     January 26, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $130,100,000.00

Original Class Certificate
Principal Balance of this Class                 :     $130,100,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M  AN  8

Class                                           :     A-1A

Assumed Maturity Date                           :     November 25, 2033




                                      A-1-1

<PAGE>



                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2
                                   Class A-1A

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
A-1A Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class A-1A
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Master Servicers, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-1A Certificate (obtained by
dividing the Denomination of this Class A-1A Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2003 (the "Agreement") among the
Depositor, Greenwich Capital Financial Products, Inc., as Seller, Impac Funding
Corporation and GMAC Mortgage Corporation, as Master Servicers (the "Master
Servicers"), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate issued under and is subject to the terms, provisions and conditions
of the Agreement, to which Agreement the Holder of this Class A-1A Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

         Reference is hereby made to the further provisions of this Class A-1A
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class A-1A Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-1-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2003

                                      SOUNDVIEW HOME LOAN TRUST 2003-2

                                      DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                      not in its individual capacity, but solely
                                      as Trustee



                                      By:__________________________________


This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee





<PAGE>



                       [Reverse of Class A-1A Certificate]

                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2003-2, Asset-Backed Certificates,
Series 2003-2 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's Agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Master Servicers and the Trustee and of
Holders of the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the office of the
Trustee or the Trustee's Agent as provided in the Pooling and Servicing
Agreement accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same


                                      A-1-4

<PAGE>



Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicers and the Trustee and any agent of
the Depositor, the Master Servicers or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Trustee, the Master Servicers or any such agent shall
be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust and (iii)
the Distribution Date in November 2033.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-1-5

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________


                                          _____________________________________
                                          Signature by or on behalf of assignor




                                      A-1-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number______________________, or, if mailed by check, to_______________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                      A-1-7

<PAGE>



                                   EXHIBITA-2

                         FORM OF CLASS A-1B CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     December 1, 2003

First Distribution Date                         :     January 26, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $90,000,000.00

Original Class Certificate
Principal Balance of this Class                 :     $90,000,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M  AP  3

Class                                           :     A-1B

Assumed Maturity Date                           :     November 25, 2033




                                      A-2-1

<PAGE>



                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2
                                   Class A-1B

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
A-1B Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class A-1B
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Master Servicers, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-1B Certificate (obtained by
dividing the Denomination of this Class A-1B Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2003 (the "Agreement") among the
Depositor, Greenwich Capital Financial Products, Inc., as Seller, Impac Funding
Corporation and GMAC Mortgage Corporation, as Master Servicers (the "Master
Servicers"), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate issued under and is subject to the terms, provisions and conditions
of the Agreement, to which Agreement the Holder of this Class A-1B Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

         Reference is hereby made to the further provisions of this Class A-1B
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class A-1B Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-2-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2003

                                      SOUNDVIEW HOME LOAN TRUST 2003-2

                                      DEUTSCHE BANK NATIONAL TRUST COMPANY, not
                                      in its individual capacity, but solely as
                                      Trustee


                                      By:_______________________________


This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee





<PAGE>



                       [Reverse of Class A-1B Certificate]

                        SOUNDVIEW HOME LOAN TRUST 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2003-2, Asset-Backed Certificates,
Series 2003-2 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's Agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Master Servicers and the Trustee and of
Holders of the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the office of the
Trustee or the Trustee's Agent as provided in the Pooling and Servicing
Agreement accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same


                                      A-2-4

<PAGE>



Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicers and the Trustee and any agent of
the Depositor, the Master Servicers or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Trustee, the Master Servicers or any such agent shall
be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust and (iii)
the Distribution Date in November 2033.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-2-5

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________


                                          _____________________________________
                                          Signature by or on behalf of assignor





                                      A-2-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number______________________, or, if mailed by check, to_______________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.





                                      A-2-7

<PAGE>



                                   EXHIBITA-3

                         FORM OF CLASS A-2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     December 1, 2003

First Distribution Date                         :     January 26, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $97,505,000.00

Original Class Certificate
Principal Balance of this Class                 :     $97,505,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M  AQ  1

Class                                           :     A-2

Assumed Maturity Date                           :     November 25, 2033




                                      A-3-1

<PAGE>



                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2
                                    Class A-2

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
A-2 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class A-2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Master Servicers, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-2 Certificate (obtained by
dividing the Denomination of this Class A-2 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2003 (the "Agreement") among the
Depositor, Greenwich Capital Financial Products, Inc., as Seller, Impac Funding
Corporation and GMAC Mortgage Corporation, as Master Servicers (the "Master
Servicers"), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate issued under and is subject to the terms, provisions and conditions
of the Agreement, to which Agreement the Holder of this Class A-2 Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound.

         Reference is hereby made to the further provisions of this Class A-2
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class A-2 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-3-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2003

                                      SOUNDVIEW HOME LOAN TRUST 2003-2

                                      DEUTSCHE BANK NATIONAL TRUST COMPANY, not
                                      in its individual capacity, but solely as
                                      Trustee


                                      By:_________________________________


This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee





<PAGE>



                       [Reverse of Class A-2 Certificate]

                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2003-2, Asset-Backed Certificates,
Series 2003-2 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's Agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Master Servicers and the Trustee and of
Holders of the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the office of the
Trustee or the Trustee's Agent as provided in the Pooling and Servicing
Agreement accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same


                                      A-3-4

<PAGE>



Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicers and the Trustee and any agent of
the Depositor, the Master Servicers or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Trustee, the Master Servicers or any such agent shall
be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust and (iii)
the Distribution Date in November 2033.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-3-5

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________


                                          _____________________________________
                                          Signature by or on behalf of assignor





                                      A-3-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number______________________, or, if mailed by check, to_______________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.





                                      A-3-7

<PAGE>



                                   EXHIBIT A-4

                         FORM OF CLASS M-1 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     December 1, 2003

First Distribution Date                         :     January 26, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $17,223,000.00

Original Class Certificate
Principal Balance of this Class                 :     $17,223,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M  AR  9

Class                                           :     M-1

Assumed Maturity Date                           :     November 25, 2033



                                      A-4-1

<PAGE>



                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2
                                    Class M-1

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-1 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Master Servicers, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-1 Certificate (obtained by
dividing the Denomination of this Class M-1 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2003 (the "Agreement") among the
Depositor, Greenwich Capital Financial Products, Inc., as Seller, Impac Funding
Corporation and GMAC Mortgage Corporation, as Master Servicers (the "Master
Servicers"), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class M-1 Certificate issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-1
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.

         Reference is hereby made to the further provisions of this Class M-1
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-1 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-4-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2003

                                      Soundview Home Loan Trust 2003-2

                                      DEUTSCHE BANK NATIONAL TRUST COMPANY, not
                                      in its individual capacity, but solely as
                                      Trustee


                                      By:______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee







<PAGE>



                       [Reverse of Class M-1 Certificate]

                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2003-2, Asset-Backed Certificates,
Series 2003-2 herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's Agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Master Servicers and the Trustee and of
Holders of the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the office of the
Trustee or the Trustee's Agent as provided in the Pooling and Servicing
Agreement accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same


                                      A-4-4

<PAGE>



Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicers and the Trustee and any agent of
the Depositor, the Master Servicers or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Trustee, the Master Servicers or any such agent shall
be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust and (iii)
the Distribution Date in November 2033.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-4-5

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________


                                          _____________________________________
                                          Signature by or on behalf of assignor





                                      A-4-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number______________________, or, if mailed by check, to_______________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                      A-4-7

<PAGE>



                                   EXHIBIT A-5

                         FORM OF CLASS M-2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     December 1, 2003

First Distribution Date                         :     January 26, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $14,445,000.00

Original Class Certificate
Principal Balance of this Class                 :     $14,445,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M  AS  7

Class                                           :     M-2

Assumed Maturity Date                           :     November 25, 2033



                                      A-5-1

<PAGE>



                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2
                                    Class M-2

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-2 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Master Servicers, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-2 Certificate (obtained by
dividing the Denomination of this Class M-2 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2003 (the "Agreement") among the
Depositor, Greenwich Capital Financial Products, Inc., as Seller, Impac Funding
Corporation and GMAC Mortgage Corporation, as Master Servicers (the "Master
Servicers"), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class M-2 Certificate issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-2
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.

         Reference is hereby made to the further provisions of this Class M-2
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-2 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-5-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2003

                                      Soundview Home Loan Trust 2003-2

                                      DEUTSCHE BANK NATIONAL TRUST COMPANY, not
                                      in its individual capacity, but solely as
                                      Trustee


                                      By:______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee







<PAGE>



                       [Reverse of Class M-2 Certificate]

                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2003-2, Asset-Backed Certificates,
Series 2003-2 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Master Servicers and the Trustee and of
Holders of the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Pooling and Servicing Agreement
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class


                                      A-5-4

<PAGE>



in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicers and the Trustee and any agent of
the Depositor, the Master Servicers or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Trustee, the Master Servicers or any such agent shall
be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust and (iii)
the Distribution Date in November 2033.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-5-5

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________


                                          _____________________________________
                                          Signature by or on behalf of assignor





                                      A-5-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number______________________, or, if mailed by check, to_______________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                      A-5-7

<PAGE>



                                   EXHIBIT A-6

                         FORM OF CLASS M-3 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     December 1, 2003

First Distribution Date                         :     January 26, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $3,333,000.00

Original Class Certificate
Principal Balance of this Class                 :     $3,333,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M  AT  5

Class                                           :     M-3

Assumed Maturity Date                           :     November 25, 2033



                                      A-6-1

<PAGE>



                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2
                                    Class M-3

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-3 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-3
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Master Servicers, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-3 Certificate (obtained by
dividing the Denomination of this Class M-3 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2003 (the "Agreement") among the
Depositor, Greenwich Capital Financial Products, Inc., as Seller, Impac Funding
Corporation and GMAC Mortgage Corporation, as Master Servicers (the "Master
Servicers"), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class M-3 Certificate issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-3
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.

         Reference is hereby made to the further provisions of this Class M-3
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-3 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-6-2

<PAGE>



IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2003

                                      Soundview Home Loan Trust 2003-2

                                      DEUTSCHE BANK NATIONAL TRUST COMPANY, not
                                      in its individual capacity, but solely as
                                      Trustee


                                      By:______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee







<PAGE>



                       [Reverse of Class M-3 Certificate]

                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2003-2, Asset-Backed Certificates,
Series 2003-2 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Master Servicers and the Trustee and of
Holders of the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Pooling and Servicing Agreement
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class


                                      A-6-4

<PAGE>



in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicers and the Trustee and any agent of
the Depositor, the Master Servicers or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Trustee, the Master Servicers or any such agent shall
be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust and (iii)
the Distribution Date in November 2033.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-6-5

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________


                                          _____________________________________
                                          Signature by or on behalf of assignor





                                      A-6-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number______________________, or, if mailed by check, to_______________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                      A-6-7

<PAGE>



                                   EXHIBIT A-7

                         FORM OF CLASS M-4 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     December 1, 2003

First Distribution Date                         :     January 26, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $4,074,000.00

Original Class Certificate
Principal Balance of this Class                 :     $4,074,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M  AU  2

Class                                           :     M-4

Assumed Maturity Date                           :     November 25, 2033



                                      A-7-1

<PAGE>



                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2
                                    Class M-4

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable- rate and
         fixed- rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-4 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-4
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Master Servicers, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-4 Certificate (obtained by
dividing the Denomination of this Class M-4 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2003 (the "Agreement") among the
Depositor, Greenwich Capital Financial Products, Inc., as Seller, Impac Funding
Corporation and GMAC Mortgage Corporation, as Master Servicers (the "Master
Servicers"), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class M-4 Certificate issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-4
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.

         Reference is hereby made to the further provisions of this Class M-4
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-4 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-7-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2003

                                      Soundview Home Loan Trust 2003-2

                                      DEUTSCHE BANK NATIONAL TRUST COMPANY, not
                                      in its individual capacity, but solely as
                                      Trustee


                                      By:______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee







<PAGE>



                       [Reverse of Class M-4 Certificate]

                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2003-2, Asset-Backed Certificates,
Series 2003-2 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Master Servicers and the Trustee and of
Holders of the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Pooling and Servicing Agreement
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.


                                      A-7-4

<PAGE>



         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicers and the Trustee and any agent of
the Depositor, the Master Servicers or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Trustee, the Master Servicers or any such agent shall
be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust and (iii)
the Distribution Date in November 2033.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-7-5

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________


                                          _____________________________________
                                          Signature by or on behalf of assignor





                                      A-7-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number______________________, or, if mailed by check, to_______________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                      A-7-7

<PAGE>



                                   EXHIBIT A-8

                         FORM OF CLASS M-5 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE
CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     December 1, 2003

First Distribution Date                         :     January 26, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $4,074,000.00

Original Class Certificate
Principal Balance of this Class                 :     $4,074,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M  AV  0

Class                                           :     M-5

Assumed Maturity Date                           :     November 25, 2033



                                      A-8-1

<PAGE>



                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2
                                    Class M-5

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-5 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-5
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Master Servicers, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-5 Certificate (obtained by
dividing the Denomination of this Class M-5 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2003 (the "Agreement") among the
Depositor, Greenwich Capital Financial Products, Inc., as Seller, Impac Funding
Corporation and GMAC Mortgage Corporation, as Master Servicers (the "Master
Servicers"), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class M-5 Certificate issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-5
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.

         Reference is hereby made to the further provisions of this Class M-5
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-5 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-8-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2003

                                      Soundview Home Loan Trust 2003-2

                                      DEUTSCHE BANK NATIONAL TRUST COMPANY, not
                                      in its individual capacity, but solely as
                                      Trustee


                                      By:______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee







<PAGE>



                       [Reverse of Class M-5 Certificate]

                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2003-2, Asset-Backed Certificates,
Series 2003-2 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Master Servicers and the Trustee and of
Holders of the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Pooling and Servicing Agreement
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.


                                      A-8-4

<PAGE>



         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicers and the Trustee and any agent of
the Depositor, the Master Servicers or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Trustee, the Master Servicers or any such agent shall
be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust and (iii)
the Distribution Date in November 2033.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-8-5

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________


                                          _____________________________________
                                          Signature by or on behalf of assignor





                                      A-8-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number______________________, or, if mailed by check, to_______________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                      A-8-7

<PAGE>



                                   EXHIBIT A-9

                         FORM OF CLASS M-6 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATE, THE CLASS
M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :     1

Cut-off Date                                    :     December 1, 2003

First Distribution Date                         :     January 26, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $4,074,000.00

Original Class Certificate
Principal Balance of this Class                 :     $4,074,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M  AW  8

Class                                           :     M-6

Assumed Maturity Date                           :     November 25, 2033



                                      A-9-1

<PAGE>



                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2
                                    Class M-6

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-6 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-6
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Master Servicers, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-6 Certificate (obtained by
dividing the Denomination of this Class M-6 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2003 (the "Agreement") among the
Depositor, Greenwich Capital Financial Products, Inc., as Seller, Impac Funding
Corporation and GMAC Mortgage Corporation, as Master Servicers (the "Master
Servicers"), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class M-6 Certificate issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class M-6
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.

         Reference is hereby made to the further provisions of this Class M-6
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-6 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-9-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2003

                                      Soundview Home Loan Trust 2003-2

                                      DEUTSCHE BANK NATIONAL TRUST COMPANY, not
                                      in its individual capacity, but solely as
                                      Trustee


                                      By:______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee







<PAGE>



                       [Reverse of Class M-6 Certificate]

                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2003-2, Asset-Backed Certificates,
Series 2003-2 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Master Servicers and the Trustee and of
Holders of the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Pooling and Servicing Agreement
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.


                                      A-9-4

<PAGE>



         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicers and the Trustee and any agent of
the Depositor, the Master Servicers or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Trustee, the Master Servicers or any such agent shall
be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust and (iii)
the Distribution Date in November 2033.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-9-5

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________


                                          _____________________________________
                                          Signature by or on behalf of assignor





                                      A-9-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number______________________, or, if mailed by check, to_______________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                      A-9-7

<PAGE>



                                  EXHIBIT A-10

                          FORM OF CLASS B CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE MEZZANINE
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.



                                     A-10-1

<PAGE>




Certificate No.                                 :     1

Cut-off Date                                    :     December 1, 2003

First Distribution Date                         :     January 26, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $3,148,000.00

Original Class Certificate
Principal Balance of this Class                 :     $3,148,000.00

Percentage Interest                             :     100.00%

Pass-Through Rate                               :     Variable

CUSIP                                           :     83611M  AM  0

Class                                           :     B

Assumed Maturity Date                           :     November 25, 2033



                                     A-10-2

<PAGE>




                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2
                                     Class B

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable rate and
         fixed rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class B
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class B
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Master Servicers, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class B Certificate (obtained by dividing
the Denomination of this Class B Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2003 (the "Agreement") among the
Depositor, Greenwich Capital Financial Products, Inc., as Seller, Impac Funding
Corporation and GMAC Mortgage Corporation., as Master Servicers (the "Master
Servicers"), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class B Certificate issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class B
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Master Servicers or the Depositor; or there shall be delivered
to the Trustee and the Depositor a transferor certificate by the transferor and
an investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class B
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                     A-10-3

<PAGE>



         This Class B Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                     A-10-4

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2003

                                      Soundview Home Loan Trust 2003-2

                                      By: DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                      not in its individual capacity, but solely
                                      as Trustee

                                      By_______________________________________

This one of the Certificates
referenced in the within-mentioned Agreement

By____________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee







<PAGE>



                        [Reverse of Class B Certificate]

                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2003-2, Asset-Backed Certificates,
Series 2003-2 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Master Servicers and the Trustee and of
Holders of the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by
the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust
will be issued to the designated transferee or transferees.



                                     A-10-6

<PAGE>



         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicers and the Trustee and any agent of
the Depositor, the Master Servicers or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Trustee, the Master Servicers or any such agent shall
be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Terminator may purchase, in whole, from the Trust the Mortgage Loans at a
purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution Date
in November 2033.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-10-7

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________


                                          _____________________________________
                                          Signature by or on behalf of assignor





                                     A-10-8

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number______________________, or, if mailed by check, to_______________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                     A-10-9

<PAGE>



                                  EXHIBIT A-11

                          FORM OF CLASS C CERTIFICATES

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE MEZZANINE
CERTIFICATES AND THE CLASS B CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.


Certificate No.                                 :     1

Cut-off Date                                    :     December 1, 2003

First Distribution Date                         :     January 26, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $2,407,047.47

Original Class Certificate
Principal Balance of this Class                 :     $2,407,047.47

Percentage Interest                             :     100.00%

Class                                           :     C





                                     A-11-1

<PAGE>



                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2
                                     Class C

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class C
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class C
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Master Servicers, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that Greenwich Capital Financial Products, Inc. is the
registered owner of the Percentage Interest evidenced by this Class C
Certificate (obtained by dividing the Denomination of this Class C Certificate
by the Original Class Certificate Principal Balance) in certain distributions
with respect to a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of December 1, 2003 (the
"Agreement") among the Depositor, Greenwich Capital Financial Products, Inc., as
Seller, Impac Funding Corporation and GMAC Mortgage Corporation, as Master
Servicers (the "Master Servicers"), and Deutsche Bank National Trust Company, a
national banking association, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Class C Certificate issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class C Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Master Servicers or the Depositor; or there shall be delivered
to the Trustee and the Depositor a transferor certificate by the transferor and
an investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class C
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.



                                     A-11-2

<PAGE>



         This Class C Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-11-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2003

                                      Soundview Home Loan Trust 2003-2

                                      DEUTSCHE BANK NATIONAL TRUST COMPANY, not
                                      in its individual capacity, but solely as
                                      Trustee


                                      By:______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee







<PAGE>



                        [Reverse of Class C Certificate]

                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2003-2, Asset-Backed Certificates,
Series 2003-2 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Master Servicers and the Trustee and of
Holders of the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee as provided in the Pooling and Servicing Agreement
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.


                                     A-11-5

<PAGE>



         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicers and the Trustee and any agent of
the Depositor, the Master Servicers or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Trustee, the Master Servicers or any such agent shall
be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust and (iii)
the Distribution Date in November 2033.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-11-6

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________


                                          _____________________________________
                                          Signature by or on behalf of assignor





                                     A-11-7

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number______________________, or, if mailed by check, to_______________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                     A-11-8

<PAGE>



                                  EXHIBIT A-12

                           FORM OF CLASS P CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.


Certificate No.                                 :     1

Cut-off Date                                    :     December 1, 2003

First Distribution Date                         :     January 26, 2004

Initial Certificate Principal Balance
of this Certificate ("Denomination")            :     $100.00

Original Class Certificate
Principal Balance of this Class                 :     $100.00

Percentage Interest                             :     100.00%

Class                                           :     P



                                     A-12-1

<PAGE>



                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2
                                     Class P

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien and second lien adjustable-rate and
         fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class P
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class P
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Master Servicers, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that Greenwich Capital Financial Products, Inc. is the
registered owner of the Percentage Interest evidenced by this Class P
Certificate (obtained by dividing the Denomination of this Class P Certificate
by the Original Class Certificate Principal Balance) in certain distributions
with respect to a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of December 1, 2003 (the
"Agreement") among the Depositor, Greenwich Capital Financial Products, Inc., as
Seller, Impac Funding Corporation and GMAC Mortgage Corporation, as Master
Servicers (the "Master Servicers"), and Deutsche Bank National Trust Company, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Class P
Certificate issued under and is subject to the terms, provisions and conditions
of the Agreement, to which Agreement the Holder of this Class P Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound.

         This Certificate does not have a pass-through rate and will be entitled
to distributions only to the extent set forth in the Agreement.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Master Servicers or the Depositor; or there shall be delivered
to the Trustee and the Depositor a transferor certificate by the transferor and
an investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.



                                     A-12-2

<PAGE>



         Reference is hereby made to the further provisions of this Class P
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class P Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                     A-12-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2003

                                      Soundview Home Loan Trust 2003-2

                                      DEUTSCHE BANK NATIONAL TRUST COMPANY, not
                                      in its individual capacity, but solely as
                                      Trustee


                                      By:______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee







<PAGE>



                        [Reverse of Class P Certificate]

                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2003-2, Asset-Backed Certificates,
Series 2003-2 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Master Servicers and the Trustee and of
Holders of the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar or offices of the Trustee's Agent upon
surrender of this Certificate for registration of transfer at the Corporate
Trust Office of the Trustee accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by
the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust
will be issued to the designated transferee or transferees.



                                     A-12-5

<PAGE>



         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicers and the Trustee and any agent of
the Depositor, the Master Servicers or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Trustee, the Master Servicers or any such agent shall
be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Terminator may purchase, in whole, from the Trust the Mortgage Loans at a
purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust and (iii) the Distribution
Date in November 2033.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-12-6

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________


                                          _____________________________________
                                          Signature by or on behalf of assignor





                                     A-12-7

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number______________________, or, if mailed by check, to_______________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                     A-12-8

<PAGE>



                                  EXHIBIT A-13

                          FORM OF CLASS R CERTIFICATES

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.


Certificate No.                                 :     1

Cut-off Date                                    :     December 1, 2003

First Distribution Date                         :     January 26, 2004

Percentage Interest                             :     100%

Class                                           :      R



                                     A-13-1

<PAGE>



                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2
                                     Class R

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting primarily of a pool of first lien and second lien
         adjustable-rate and fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

         This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Seller, the Master Servicers or the
Trustee referred to below or any of their respective affiliates.

         This certifies that Greenwich Capital Financial Products, Inc. is the
registered owner of the Percentage Interest evidenced by this Certificate
specified above in the interest represented by all Certificates of the Class to
which this Certificate belongs in a Trust consisting primarily of the Mortgage
Loans deposited by Financial Asset Securities Corp. (the "Depositor"). The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of December
1, 2003 (the "Agreement") among the Depositor, Greenwich Capital Financial
Products, Inc., as Seller, Impac Funding Corporation and GMAC Mortgage
Corporation, as Master Servicers (the "Master Servicers"), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         This Certificate does not have a principal balance or pass-through rate
and will be entitled to distributions only to the extent set forth in the
Agreement. In addition, any distribution of the proceeds of any remaining assets
of the Trust will be made only upon presentment and surrender of this
Certificate at the Corporate Trust Office or the office or agency maintained by
the Trustee.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Master Servicers or the Depositor; or there shall be delivered
to the Trustee and the Depositor a transferor certificate by the transferor and
an investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.



                                     A-13-2

<PAGE>



         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions of the Agreement, including but not limited to the
restrictions that (i) each person holding or acquiring any Ownership Interest in
this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this Certificate may be transferred without delivery to the Trustee of (a) a
transfer affidavit of the proposed transferee and (b) a transfer certificate of
the transferor, each of such documents to be in the form described in the
Agreement, (iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee. Pursuant to the Agreement, The Trustee will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class R
Certificate in violation of the restrictions mentioned above.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized officer of the Trustee.




                                     A-13-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2003

                                      Soundview Home Loan Trust 2003-2

                                      DEUTSCHE BANK NATIONAL TRUST COMPANY, not
                                      in its individual capacity, but solely as
                                      Trustee


                                      By:______________________________________

This one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee






<PAGE>



                        [Reverse of Class R Certificate]

                        Soundview Home Loan Trust 2003-2
                           Asset-Backed Certificates,
                                  Series 2003-2

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2003-2, Asset-Backed Certificates,
Series 2003-2 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Seller, the Master Servicers and the Trustee and of
Holders of the requisite percentage of the Percentage Interests of each Class of
Certificates affected by such amendment, as specified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust offices or agencies of the
Trustee as provided in the Pooling and Servicing Agreement accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.


                                     A-13-5

<PAGE>



         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicers and the Trustee and any agent of
the Depositor, the Master Servicers or the Trustee may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Depositor, the Trustee, the Master Servicers or any such agent shall
be affected by any notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Stated Principal Balance of the Original Mortgage Loans as of the
Cut-off Date, the Terminator may purchase, in whole, from the Trust the Mortgage
Loans at a purchase price determined as provided in the Agreement. In the event
that no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust and (iii)
the Distribution Date in November 2033.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-13-6

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________


                                          _____________________________________
                                          Signature by or on behalf of assignor





                                     A-13-7

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number______________________, or, if mailed by check, to_______________
_______________________________________________________________________________
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.





                                     A-13-8

<PAGE>



                                    EXHIBIT B

                              IMPAC SERVICING GUIDE
                            (Available Upon Request)






                                       B-1

<PAGE>



                                    EXHIBIT C

                          FORM OF ASSIGNMENT AGREEMENTS








                                       C-1

<PAGE>




                              ASSIGNMENT AGREEMENT

                  THIS ASSIGNMENT AGREEMENT, dated December 30, 2003,
("AGREEMENT") between Greenwich Capital Financial Products, Inc. ("ASSIGNOR")
and GMAC Mortgage Corporation (the "ASSIGNEE"):

                  For and in consideration of (i) 46.58% of the cash proceeds
from the sale of the Class A Certificates, the Mezzanine Certificates and the
Class B Certificates issued pursuant to the Pooling and Servicing Agreement,
dated December 1, 2003 (the "Pooling Agreement") among Financial Asset
Securities Corp. as depositor (the "Depositor"), Impac Funding Corporation and
GMAC Mortgage Corporation as master servicers and Deutsche Bank National Trust
Company as trustee, by the Depositor to Greenwich Capital Markets, Inc. and (ii)
46.58% of the Class C Certificates and the Class P Certificates issued pursuant
to the Pooling Agreement, and of the mutual covenants herein contained, the
parties hereto hereby agree as follows:

ASSIGNMENT AND CONVEYANCE

                  1. The Assignor hereby conveys, sells, grants, transfers and
assigns to the Assignee and the Assignee hereby purchases (x) all of the right,
title and interest of the Assignor, as purchaser, in, to and under (a) those
certain Mortgage Loans listed as being originated by the Company on the schedule
(the "MORTGAGE LOAN SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE
LOANS"), (b) the servicing rights relating to the Mortgage Loans and (c) except
as described below, that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement, dated as of February 1, 2003, including any assignments
thereof (the "Purchase Agreement"), between the Assignor, as purchaser (the
"PURCHASER"), and Residential Asset Mortgage Enterprise, LLC, as seller, solely
insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other
than as provided below with respect to the enforcement of representations and
warranties, none of the obligations of the Assignor under the Purchase
Agreement.


                  In connection therewith, the Assignor hereby delivers or
causes to be delivered to the Assignee, each of the documents set forth in
Section 2.01 of the Pooling Agreement (as defined below).

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.

MISCELLANEOUS

                  2. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
<PAGE>

                  3. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee.

                  4. This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee and the Master Servicers acting on the Trust's behalf). Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without
the requirement for any further writing, be deemed Assignor, Assignee or
Company, respectively, hereunder.

                  5. Each of this Agreement and the Purchase Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by Assignor to Assignee and by
Assignee to the Trust and nothing contained herein shall supersede or amend the
terms of the Purchase Agreement.

                  6. This Agreement may be executed simultaneously in any number
of counterparts. Each counterpart shall be deemed to be an original and all such
counterparts shall constitute one and the same instrument.

                  7. In the event that any provision of this Agreement conflicts
with any provision of the Purchase Agreement with respect to the Mortgage Loans,
the terms of this Agreement shall control.

                  8. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Purchase Agreement.


                            [SIGNATURE PAGE FOLLOWS]


                                       -2-

<PAGE>




                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.



                                      GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.




                                      By:
                                          ----------------------------------
                                      Name:
                                      Its:



                                      GMAC MORTGAGE CORPORATION




                                      By:
                                          ----------------------------------
                                      Name:
                                      Its:


<PAGE>




                EXHIBIT A TO ASSIGNMENT AND RECOGNITION AGREEMENT
                -------------------------------------------------

                             MORTGAGE LOAN SCHEDULE

<PAGE>




                      ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated December 30,
2003, ("AGREEMENT") among Greenwich Capital Financial Products, Inc.
("ASSIGNOR"), Financial Asset Securities Corp. ("ASSIGNEE") and Impac Funding
Corporation (the "COMPANY"):

                  For and in consideration of (i) 53.42% of the cash proceeds
from the sale of the Class A Certificates, the Mezzanine Certificates and the
Class B Certificates issued pursuant to the Pooling Agreement (as defined below)
by the Assignee to Greenwich Capital Markets, Inc. and (ii) 53.42% of the Class
C Certificates and the Class P Certificates issued pursuant to the Pooling
Agreement, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

ASSIGNMENT AND CONVEYANCE

                  1. The Assignor hereby conveys, sells, grants, transfers and
assigns to the Assignee and the Assignee hereby purchases (x) all of the right,
title and interest of the Assignor in, to and under (a) those certain Mortgage
Loans listed as being originated by the Company on the schedule (the "MORTGAGE
LOAN SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b)
except as described below, that certain Mortgage Loan Purchase and Interim
Servicing Agreement, dated as of August 1, 2003 (the "PURCHASE AGREEMENT"),
between GMAC Mortgage Corporation, as purchaser (the "PURCHASER") and the
Company, as seller (attached hereto as Exhibit B), as assigned to the Assignor
by the Assignment Assumption and Recognition Agreement, dated August 28, 2003
(the "GCFP ASSIGNMENT AGREEMENT"), between the Purchaser and the Assignor,
solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y)
other than as provided below with respect to the enforcement of representations
and warranties, none of the obligations of the Purchaser (as assigned to the
Assignor by the Purchaser pursuant to the GCFP Assignment Agreement) under the
Purchase Agreement.

                  In connection therewith, the Assignor hereby delivers or
causes to be delivered to the Assignee, each of the documents set forth in
Section 2.01 of the Pooling Agreement.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.

RECOGNITION OF THE COMPANY

                  2. From and after the date hereof (the "SECURITIZATION CLOSING
DATE"), the Company shall and does hereby recognize that the Assignee will
transfer the Mortgage Loans and assign its rights under the Purchase Agreement
(solely to the extent set forth herein) and this Agreement to Deutsche Bank
Trust Company (the "TRUSTEE") on behalf of Soundview Home Loan Trust 2003-2 (the
"TRUST") pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2003 (the "POOLING AGREEMENT"), among the Assignee, Impac Funding Corporation
<PAGE>

and GMAC Mortgage Corporation (the "MASTER SERVICERS") and the Trustee. The
Company hereby acknowledges and agrees that from and after the Securitization
Closing Date, (i) the Trust will be the owner of the Mortgage Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the Trust
(including the Trustee and the Master Servicers acting on the Trust's behalf)
shall have all the rights and remedies available to the Assignor (as assigned to
the Assignor by the Purchaser pursuant to the GCFP Assignment Agreement),
insofar as they relate to the Mortgage Loans, under the Purchase Agreement,
including, without limitation, the enforcement of the document delivery
requirements set forth in Subsection 6.03 of the Purchase Agreement, and shall
be entitled to enforce all of the obligations of the Company thereunder insofar
as they relate to the Mortgage Loans, and (iv) all references to the Purchaser
(insofar as they relate to the rights, title and interest and, with respect to
obligations of the Purchaser, only insofar as they relate to the enforcement of
the representations, warranties and covenants of the Company) or the Custodian
under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall
be deemed to refer to the Trust (including the Trustee and the Master Servicers
acting on the Trust's behalf). Neither the Company nor the Assignor (as
successor in interest to the Purchaser pursuant to the GCFP Assignment
Agreement) shall amend or agree to amend, modify, waiver, or otherwise alter any
of the terms or provisions of the Purchase Agreement which amendment,
modification, waiver or other alteration would in any way affect the Mortgage
Loans or the Company's performance under the Purchase Agreement with respect to
the Mortgage Loans without the prior written consent of the Trustee.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  3. The Company warrants and represents to the Assignor, the
Assignee and the Trust as of the date hereof that:

         (a) The Company is duly organized, validly existing and in good
       standing under the laws of the jurisdiction of its incorporation;

         (b) The Company has full power and authority to execute, deliver and
       perform its obligations under this Agreement and has full power and
       authority to perform its obligations under the Purchase Agreement. The
       execution by the Company of this Agreement is in the ordinary course of
       the Company's business and will not conflict with, or result in a breach
       of, any of the terms, conditions or provisions of the Company's charter
       or bylaws or any legal restriction, or any material agreement or
       instrument to which the Company is now a party or by which it is bound,
       or result in the violation of any law, rule, regulation, order, judgment
       or decree to which the Company or its property is subject. The execution,
       delivery and performance by the Company of this Agreement have been duly
       authorized by all necessary corporate action on part of the Company. This
       Agreement has been duly executed and delivered by the Company, and, upon
       the due authorization, execution and delivery by the Assignor and the
       Assignee, will constitute the valid and legally binding obligation of the
       Company, enforceable against the Company in accordance with its terms
       except as enforceability may be limited by bankruptcy, reorganization,
       insolvency, moratorium or other similar laws now or hereafter in effect
       relating to



                                       -2-

<PAGE>

       creditors' rights generally, and by general principles of equity
       regardless of whether enforceability is considered in a proceeding in
       equity or at law;

         (c) No consent, approval, order or authorization of, or declaration,
       filing or registration with, any governmental entity is required to be
       obtained or made by the Company in connection with the execution,
       delivery or performance by the Company of this Agreement; and

         (d) There is no action, suit, proceeding or investigation pending or
       threatened against the Company, before any court, administrative agency
       or other tribunal, which would draw into question the validity of this
       Agreement or the Purchase Agreement, or which, either in any one instance
       or in the aggregate, would result in any material adverse change in the
       ability of the Company to perform its obligations under this Agreement or
       the Purchase Agreement, and the Company is solvent.

                  4. The Company hereby represents and warrants, for the benefit
of the Assignor, the Assignee and the Trust, that the representations and
warranties set forth in Subsections 7.01 and 7.02 of the Purchase Agreement, are
true and correct as of the date on which the Company originally conveyed the
Mortgage Loans to the Purchaser.

REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES

                  5. The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee and the Master Servicers acting on the Trust's behalf) in connection
with any breach of the representations and warranties made by the Company set
forth in Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of the
Purchase Agreement as if they were set forth herein (including without
limitation the repurchase and indemnity obligations set forth therein regardless
of whether such repurchase and indemnity obligations were made to the Purchaser
or the Servicing Rights Owner (as defined in the Purchase Agreement) under the
Purchase Agreement).

                  In addition to the remedies set forth in Subsection 7.03 of
the Purchase Agreement, with respect to the breach of any representation or
warranty which materially and adversely affects the interests of the Holders of
the Class P Certificates in any Prepayment Charge, the Company shall, in
accordance with the provisions of Subsection 7.03, pay the amount of the
scheduled Prepayment Charge to related Master Servicer, for the benefit of the
Holders of the Class P Certificates, net of any amount previously collected by
the related Master Servicer and paid by the related Master Servicer, for the
benefit of the Holders of the Class P Certificates, in respect of such
Prepayment Charge.

MISCELLANEOUS

                  6. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.

                                       -3-
<PAGE>

                  7. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee.

                  8. This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee and the Master Servicers acting on the Trust's behalf). Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without
the requirement for any further writing, be deemed Assignor, Assignee or
Company, respectively, hereunder.

                  9. Each of this Agreement and the Purchase Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by Assignor to Assignee and by
Assignee to the Trust and nothing contained herein shall supersede or amend the
terms of the Purchase Agreement.

                  10. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  11. In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.

                  12. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Purchase Agreement.

                            [SIGNATURE PAGE FOLLOWS]


                                       -4-

<PAGE>




                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.



                                      GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.



                                      By:
                                          ----------------------------------
                                      Name:
                                      Its:



                                      FINANCIAL ASSET SECURITIES CORP.



                                      By:
                                          ----------------------------------
                                      Name:
                                      Its:



                                      IMPAC FUNDING CORPORATION



                                      By:
                                          ----------------------------------
                                      Name:
                                      Its:


<PAGE>




                EXHIBIT A TO ASSIGNMENT AND RECOGNITION AGREEMENT
                -------------------------------------------------

                             MORTGAGE LOAN SCHEDULE


<PAGE>


                EXHIBIT B TO ASSIGNMENT AND RECOGNITION AGREEMENT

                               PURCHASE AGREEMENT





<PAGE>



                      ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated December 30,
2003, ("AGREEMENT") among GMAC Mortgage Corporation ("ASSIGNOR"), Financial
Asset Securities Corp. ("ASSIGNEE") and Residential Mortgage Assistance
Enterprise, LLC (the "COMPANY"):

                  For and in consideration of (i) 46.58% of the cash proceeds
from the sale of the Class A Certificates, the Mezzanine Certificates and the
Class B Certificates issued pursuant to the Pooling Agreement (as defined below)
by the Assignee to Greenwich Capital Markets, Inc. and (ii) 46.58% of the Class
C Certificates and the Class P Certificates issued pursuant to the Pooling
Agreement, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

ASSIGNMENT AND CONVEYANCE

                  1. The Assignor hereby conveys, sells, grants, transfers and
assigns to the Assignee and the Assignee hereby purchases (x) all of the right,
title and interest of the Assignor in, to and under (a) those certain Mortgage
Loans listed as being originated by the Company on the schedule (the "MORTGAGE
LOAN SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b)
except as described below, that certain Master Mortgage Loan Purchase and
Interim Servicing Agreement, dated as of February 1, 2003 (the "PURCHASE
AGREEMENT"), between Greenwich Capital Financial Products, Inc., as purchaser
(the "PURCHASER"), and the Company, as seller (attached hereto as Exhibit B), as
assigned to the Assignor by the Assignment Agreement, dated December 30, 2003
(the "GCFP ASSIGNMENT AGREEMENT"), between the Purchaser and the Assignor,
solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y)
other than as provided below with respect to the enforcement of representations
and warranties, none of the obligations of the Purchaser (as assigned to the
Assignor by the Purchaser pursuant to the GCFP Assignment Agreement) under the
Purchase Agreement.

                  Notwithstanding the foregoing, the conveyance by the Assignor
pursuant to this Agreement specifically excludes, and the Assignor is not
transferring and/or assigning, the servicing rights related to the Mortgage
Loans.

                  In connection therewith, the Assignor hereby delivers or
causes to be delivered to the Assignee, each of the documents set forth in
Section 2.01 of the Pooling Agreement.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.

RECOGNITION OF THE COMPANY
<PAGE>

                  2. From and after the date hereof (the "SECURITIZATION CLOSING
DATE"), the Company shall and does hereby recognize that the Assignee will
transfer the Mortgage Loans and assign its rights under the Purchase Agreement
(solely to the extent set forth herein) and this Agreement to Deutsche Bank
Trust Company (the "TRUSTEE") on behalf of Soundview Home Loan Trust 2003-2 (the
"TRUST") pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2003 (the "POOLING AGREEMENT"), among the Assignee, Impac Funding Corporation
and GMAC Mortgage Corporation (the "MASTER SERVICERS") and the Trustee. The
Company hereby acknowledges and agrees that from and after the Securitization
Closing Date, (i) the Trust will be the owner of the Mortgage Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the Trust
(including the Trustee and the Master Servicers acting on the Trust's behalf)
shall have all the rights and remedies available to the Purchaser, insofar as
they relate to the Mortgage Loans, under the Purchase Agreement, including,
without limitation, the enforcement of the document delivery requirements set
forth in Subsection 6.03 of the Purchase Agreement, and shall be entitled to
enforce all of the obligations of the Company thereunder insofar as they relate
to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they
relate to the rights, title and interest and, with respect to obligations of the
Purchaser, only insofar as they relate to the enforcement of the
representations, warranties and covenants of the Company) or the Custodian under
the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be
deemed to refer to the Trust (including the Trustee and the Master Servicers
acting on the Trust's behalf). Neither the Company nor the Assignor (as
successor in interest to the Purchaser pursuant to the GCFP Assignment
Agreement) shall amend or agree to amend, modify, waiver, or otherwise alter any
of the terms or provisions of the Purchase Agreement which amendment,
modification, waiver or other alteration would in any way affect the Mortgage
Loans or the Company's performance under the Purchase Agreement with respect to
the Mortgage Loans without the prior written consent of the Trustee.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  3. The Company warrants and represents to the Assignor, the
Assignee and the Trust as of the date hereof that:

         (a) The Company is duly organized, validly existing and in good
       standing under the laws of the jurisdiction of its incorporation;

         (b) The Company has full power and authority to execute, deliver and
       perform its obligations under this Agreement. The execution by the
       Company of this Agreement is in the ordinary course of the Company's
       business and will not conflict with, or result in a breach of, any of the
       terms, conditions or provisions of the Company's charter or bylaws or any
       legal restriction, or any material agreement or instrument to which the
       Company is now a party or by which it is bound, or result in the
       violation of any law, rule, regulation, order, judgment or decree to
       which the Company or its property is subject. The execution, delivery and
       performance by the Company of this Agreement have been duly authorized by
       all necessary corporate action on part of the Company. This Agreement has
       been duly executed and delivered by the Company, and, upon the due
       authorization, execution and delivery by the Assignor and the Assignee,
       will constitute the valid and legally binding

                                      -2-
<PAGE>

       obligation of the Company, enforceable against the Company in
       accordance with its terms except as enforceability may be limited by
       bankruptcy, reorganization, insolvency, moratorium or other similar
       laws now or hereafter in effect relating to creditors' rights
       generally, and by general principles of equity regardless of whether
       enforceability is considered in a proceeding in equity or at law;

         (c) No consent, approval, order or authorization of, or declaration,
       filing or registration with, any governmental entity is required to be
       obtained or made by the Company in connection with the execution,
       delivery or performance by the Company of this Agreement; and

         (d) There is no action, suit, proceeding or investigation pending or
       threatened against the Company, before any court, administrative agency
       or other tribunal, which would draw into question the validity of this
       Agreement, or which, either in any one instance or in the aggregate,
       would result in any material adverse change in the ability of the Company
       to perform its obligations under this Agreement or the Purchase
       Agreement, and the Company is solvent.

                  4. Pursuant to Section 12 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Subsections 7.01 and 7.02 of the Purchase Agreement, are true and correct as of
the earlier of (i) the date which is 6 months following the date on which the
Company originally conveyed the Mortgage Loans to the Purchaser and (ii) the
Closing Date. Notwithstanding the foregoing, (a) no additional representations
or warranties will be made by the Company with respect to the representations
and warranties set forth in Subsections 7.02(iii), (xiv) and (xxii) (with
respect to the second sentence of Subsection 7.02(xxii)) and (b) the
representations and warranties set forth in Subsections 7.02(ix) and (xviii)
shall only apply to actions taken by the Company or its affiliates.

REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES

                  5. The Company hereby acknowledges and agrees that the
remedies available to the Trust (including the Trustee and the Master Servicers
acting on the Trust's behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections 3 and 4
hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement as if
they were set forth herein (including without limitation the repurchase and
indemnity obligations set forth therein).

                  With respect to the breach of any representation or warranty
which materially and adversely affects the interests of the Holders of the Class
P Certificates in any Prepayment Charge, the Company shall, in lieu of
repurchasing or substituting for such Mortgage Loan (so long as no other
representation or warranty has been breached which materially and adversely
affects the interests of the Purchaser or its designee), pay the amount of the
scheduled Prepayment Charge to the related Master Servicer, for the benefit of
the Holders of the Class P Certificates, net of any amount previously collected
by the related Master Servicer and paid by the related Master Servicer, for the
benefit of the Holders of the Class P Certificates, in respect of such
Prepayment Charge.

                                      -3-
<PAGE>

MISCELLANEOUS

                  6. This Agreement shall be construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.

                  7. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee.

                  8. This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee and the Master Servicers acting on the Trust's behalf). Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without
the requirement for any further writing, be deemed Assignor, Assignee or
Company, respectively, hereunder.

                  9. Each of this Agreement and the Purchase Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by Assignor to Assignee and by
Assignee to the Trust and nothing contained herein shall supersede or amend the
terms of the Purchase Agreement.

                  10. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  11. In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.

                  12. Capitalized terms used in this Agreement (including the
exhibits hereto) but not defined in this Agreement shall have the meanings given
to such terms in the Purchase Agreement.

                            [SIGNATURE PAGE FOLLOWS]

                                      -4-
<PAGE>




                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.



                                GMAC MORTGAGE CORPORATION



                                By:
                                   ----------------------------------
                                Name:
                                Its:



                                FINANCIAL ASSET SECURITIES CORP.



                                By:
                                   ----------------------------------
                                Name:
                                Its:



                                RESIDENTIAL MORTGAGE ASSISTANCE ENTERPRISE, LLC



                                By:
                                   ----------------------------------
                                Name:
                                Its:


<PAGE>





                EXHIBIT A TO ASSIGNMENT AND RECOGNITION AGREEMENT
                -------------------------------------------------

                             MORTGAGE LOAN SCHEDULE


<PAGE>


                EXHIBIT B TO ASSIGNMENT AND RECOGNITION AGREEMENT
                -------------------------------------------------

                               PURCHASE AGREEMENT







<PAGE>

                                    EXHIBIT D

                         FORM OF MORTGAGE LOAN SCHEDULE
                                (filed by paper)










                                       D-1

<PAGE>



                                    EXHIBIT E

                        REQUEST FOR RELEASE OF DOCUMENTS


To:      Deutsche Bank National Trust Company
         1761 East St. Andrew Place
         Santa Ana, California  92705-4934

                  Re:      Pooling and Servicing Agreement dated as of December
                           1, 2003, among Financial Asset Securities Corp. as
                           Depositor, Greenwich Capital Financial Products,
                           Inc., as Seller, Impac Funding Corporation and GMAC
                           Mortgage Corporation, as Master Servicers, and
                           Deutsche Bank National Trust Company, a national
                           banking association, as Trustee

                  In connection with the administration of the Mortgage Loans
held by you as Trustee pursuant to the above-captioned Pooling and Servicing
Agreement, we request the release, and hereby acknowledge receipt of the
Trustee's Mortgage File Or the Mortgage Loan described below, for the reason
indicated.

MORTGAGE LOAN NUMBER:

MORTGAGOR NAME, ADDRESS & ZIP CODE:

REASON FOR REQUESTING DOCUMENTS (CHECK ONE):

_________1. Mortgage Paid in Full

_________2. Foreclosure

_________3. Substitution

_________4. Other Liquidation (Repurchases, etc.)

_________5. Nonliquidation Reason:_____________________

Address to which Trustee should deliver the Trustee's Mortgage File:
_______________________________________________________________________________
_______________________________________________________________________________




                                       E-1

<PAGE>



                                    By:____________________________________
                                             (authorized signer)

                                    Issuer:________________________________

                                    Address:_______________________________


                                    Date:__________________________________


TRUSTEE

Deutsche Bank National Trust Company

         Please acknowledge the execution of the above request by your signature
and date below:

         ____________________________                         __________________
         Signature                                            Date

         Documents returned to Trustee:

         ______________________________                       __________________
         Trustee                                     Date



                                       E-2

<PAGE>



                                   EXHIBIT F-1

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                                  ___________ __, 2003



Financial Asset Securities Corp.                  Impac Funding Corporation
600 Steamboat Road                                1401 Dove Street
Greenwich, Connecticut 06830                      Newport Beach, CA 92660
GMAC Mortgage Corporation
500 Enterprise Road
Horsham, Pennsylvania 19044

                  Re:      Pooling and Servicing Agreement dated as of December
                           1, 2003, among Financial Asset Securities Corp. as
                           Depositor, Greenwich Capital Financial Products,
                           Inc., as Seller, Impac Funding Corporation and GMAC
                           Mortgage Corporation, as Master Servicers, and
                           Deutsche Bank National Trust COMPANY, as Trustee
                           ------------------------------------------------


Ladies and Gentlemen:

                  Attached is the Trustee's preliminary exception report
delivered in accordance with Section 2.02 of the referenced Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"). Capitalized terms
used but not otherwise defined herein shall have the meanings set forth in the
Pooling and Servicing Agreement.

                  With respect to each Mortgage Loan, (i) all documents required
to be delivered to it pursuant to Section 2.01 of the Pooling and Servicing
Agreement are in its possession, (ii) such documents have been reviewed by it
and have not been mutilated, damaged or torn and appear on their face to relate
to such Mortgage Loan and (iii) based on its examination and only as to the
foregoing, the information set forth in the Mortgage Loan Schedule that
corresponds to items (1) and (3) of the Mortgage Loan Schedule accurately
reflects information set forth in the Mortgage File.

                  The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the Pooling and Servicing Agreement. The Trustee makes no
representations as to (i) the validity, legality, sufficiency, enforceability or
genuineness of any of the documents contained in the Mortgage File pertaining to
the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan or (iii) whether any Mortgage File includes any of the documents specified
in clause (v) of Section 2.01 of the Pooling and Servicing Agreement.

                                       DEUTSCHE BANK NATIONAL TRUST COMPANY


                                       By:_________________________________
                                       Name:_______________________________
                                       Title:______________________________



                                      F-1-1

<PAGE>



                                   EXHIBIT F-2

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                   ________________
                                                        [Date]



Financial Asset Securities Corp.                   GMAC Mortgage Corporation
600 Steamboat Road                                 500 Enterprise Road
Greenwich, Connecticut 06830                       Horsham, Pennsylvania 19044
Impac Funding Corporation
1401 Dove Street
Newport Beach, CA 92660

                  Re:      Pooling and Servicing Agreement (the "Pooling and
                           Servicing Agreement"), dated as of December 1, 2003
                           among Financial Asset Securities Corp., as Depositor,
                           Greenwich Capital Financial Products, Inc., as
                           Seller, Impac Funding Corporation and GMAC Mortgage
                           Corporation, as Master Servicers and Deutsche Bank
                           National Trust Company, as Trustee with respect to
                           Soundview Home Loan Trust 2003-2, Asset-Backed
                           Certificates, Series 2003-2
                           ---------------------------


Ladies and Gentlemen:

                  In accordance with Section 2.02 of the Pooling and Servicing
Agreement, the undersigned, as Trustee, hereby certifies that as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage loan
paid in full or listed on Schedule I hereto) it (or its custodian) has received
the applicable documents listed in Section 2.01 of the Pooling and Servicing
Agreement.

                  The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed on
Schedule I hereto, it has reviewed the documents listed above and has determined
that each such document appears to be complete.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.
This Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement.

                                       DEUTSCHE BANK NATIONAL TRUST COMPANY, as
                                       Trustee


                                       By:_____________________________________
                                       Name:
                                       Title:



                                      F-2-1

<PAGE>



                                   EXHIBIT F-3

                        FORM OF RECEIPT OF MORTGAGE NOTE


Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

                  Re:      Soundview Home Loan Trust 2003-2,
                           Asset-Backed Certificates Series 2003-2
                           ---------------------------------------

Ladies and Gentlemen:

                  Pursuant to Section 2.01 of the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of December 1, 2003
among Financial Asset Securities Corp., as Depositor, Greenwich Capital
Financial Products, Inc., as Seller, Impac Funding Corporation and GMAC Mortgage
Corporation, as Master Servicers and Deutsche Bank National Trust Company, as
Trustee, we hereby acknowledge the receipt of the original Mortgage Notes (a
copy of which is attached hereto as Exhibit 1) with any exceptions thereto
listed on Exhibit 2.

                                     DEUTSCHE BANK NATIONAL TRUST COMPANY, as
                                     Trustee


                                     By:_____________________________________
                                     Name:
                                     Title:



                                      F-3-1

<PAGE>



                                    EXHIBIT G

                                   [RESERVED]





                                       G-1

<PAGE>



                                    EXHIBIT H

                           FORM OF LOST NOTE AFFIDAVIT
                           ---------------------------

                  Personally appeared before me the undersigned authority to
administer oaths, __________________ who first being duly sworn deposes and
says: Deponent is __________________________ of ____________________________,
successor by merger to _________________________ ("Seller") and who has personal
knowledge of the facts set out in this affidavit.

                  On _________________________________,
_________________________________ did execute and deliver a promissory note in
the principal amount of $____________________.

                  That said note has been misplaced or lost through causes
unknown and is presently lost and unavailable after diligent search has been
made. Seller's records show that an amount of principal and interest on said
note is still presently outstanding, due, and unpaid, and Seller is still owner
and holder in due course of said lost note.

                  Seller executes this Affidavit for the purpose of inducing
Deutsche Bank National Trust Company, as trustee on behalf of Soundview Home
Loan Trust 2003-2, Asset-Backed Certificates Series 2003-2, to accept the
transfer of the above described loan from Seller.

                  Seller agrees to indemnify Deutsche Bank National Trust
Company and Financial Asset Securities Corp. harmless for any losses incurred by
such parties resulting from the above described promissory note has been lost or
misplaced.

                                                     By:_______________________





                                       H-1

<PAGE>



STATE OF         )
                 )   SS:
COUNTY OF        )

         On this ______ day of ______________, 20_, before me, a Notary Public,
in and for said County and State, appeared , who acknowledged the extension of
the foregoing and who, having been duly sworn, states that any representations
therein contained are true.

         Witness my hand and Notarial Seal this _________ day of 20__.

____________________________
____________________________
My commission expires __________________________.



                                       H-2

<PAGE>



                                    EXHIBIT I

                                   [Reserved]






                                       I-1

<PAGE>



                                    EXHIBIT J

                    FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                                       [DATE]
Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California  92705-4934

                  Re:      Soundview Home Loan Trust 2003-2,
                           Asset-Backed Certificates Series 2003-2
                           ---------------------------------------

Ladies and Gentlemen:

                  In connection with our acquisition of the above-captioned
Certificates, we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction that
is exempt from the registration requirements of the Act and any such laws, (b)
we are an "accredited investor," as defined in Regulation D under the Act, and
have such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as
amended, nor are we acting on behalf of any such plan, (e) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser or
transferee has otherwise complied with any conditions for transfer set forth in
the Pooling and Servicing Agreement.

                                                     Very truly yours,

                                                     [NAME OF TRANSFEREE]

                                                     By:_______________________
                                                          Authorized Officer



                                       J-1

<PAGE>



                       FORM OF RULE 144A INVESTMENT LETTER

                                                    [DATE]
Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California  92705-4934

                  Re:      Soundview Home Loan Trust 2003-2,
                           Asset-Backed Certificates Series 2003-2
                           ---------------------------------------

Ladies and Gentlemen:

                  In connection with our acquisition of the above Certificates
we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have had
the opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificates, (c) we are not an employee benefit plan that is subject to the
Employee Retirement Income Security Act of 1974, as amended, or a plan that is
subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor
are we acting on behalf of any such plan, (d) we have not, nor has anyone acting
on our behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Certificates, any interest in the Certificates or any other similar
security from, or otherwise approached or negotiated with respect to the
Certificates, any interest in the Certificates or any other similar security
with, any person in e Securities Act or require registration pursuant thereto,
nor will act, nor has authorized or will authorize any person to act, in such
manner with respect to the Certificates, (e) we are a "qualified institutional
buyer" as that term is defined in Rule 144A under the Securities Act and have
completed either of the forms of certification to that effect attached hereto as
Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance
on Rule 144A. We are acquiring the Certificates for our own account or for
resale pursuant to Rule 144A and further, understand that such Certificates may
be resold, pledged or transferred only (i) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.

                                                     Very truly yours,

                                                     [NAME OF TRANSFEREE]


                                                     By:_______________________
                                                          Authorized Officer


                                       J-2

<PAGE>



                                                            ANNEX 1 TO EXHIBIT J
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------


          [For Transferees Other Than Registered Investment Companies]

                  The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

                  2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis $ 1 in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A and (ii)
the Buyer satisfies the criteria in the category marked below.

                  ___________ CORPORATION, ETC. The Buyer is a corporation
                  (other than a bank, savings and loan association or similar
                  institution), Massachusetts or similar business trust,
                  partnership, or charitable organization described in Section
                  501(c)(3) of the Internal Revenue Code of 1986, as amended.

                  ___________ BANK. The Buyer (a) is a national bank or banking
                  institution organized under the laws of any State, territory
                  or the District of Columbia, the business of which is
                  substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.

                  ___________ SAVINGS AND loan association or equivalent
                  institution and (b) has an audited net worth of at least
                  $25,000,000 as demonstrated in its latest annual financial
                  statements, a copy of which is attached hereto.

                  ___________ BROKER-DEALER. The Buyer is a dealer registered
                  pursuant to Section 15 of the Securities Exchange Act of 1934.

                  ___________ INSURANCE COMPANY. The Buyer is an insurance
                  company whose primary and predominant business activity is the
                  writing of insurance or the reinsuring of risks underwritten
                  by insurance companies and which is subject to supervision by
                  the insurance commissioner or a similar official or agency of
                  a State, territory or the District of Columbia.

--------
1        Buyer must own and/or invest on a discretionary basis at least
         $100,000,000 in securities unless Buyer is a dealer, and, in that case,
         Buyer must own and/or invest on a discretionary basis at least
         $10,000,000 in securities.


                                       J-3

<PAGE>



                  ___________ STATE OR LOCAL PLAN. The Buyer is a plan
                  established and maintained by a State, its political
                  subdivisions, or any agency or instrumentality of the State or
                  its political subdivisions, for the benefit of its employees.

                  ___________ ERISA PLAN. The Buyer is an employee benefit plan
                  within the meaning of Title I of the Employee Retirement
                  Income Security Act of 1974.

                  ___________ INVESTMENT ADVISOR. The Buyer is an investment
                  advisor registered under the Investment Advisors Act of 1940.

                  ___________ SMALL BUSINESS INVESTMENT COMPANY. Buyer is a
                  small business investment company licensed by the U.S. Small
                  Business Administration under Section 301(c) or (d) of the
                  Small Business Investment Act of 1958.

                  ___________ BUSINESS DEVELOPMENT COMPANY. Buyer is a business
                  development company as defined in Section 202(a)(22) of the
                  Investment Advisors Act of 1940.

                  3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit (v)
loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

                  4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Buyer, the
Buyer used the cost of such securities to the Buyer and did not include any of
the securities referred to in the preceding paragraph, except (i) where the
Buyer reports its securities holdings in its financial statements on the basis
of their market value, and (ii) no current information with respect to the cost
of those securities has been published. If clause (ii) in the preceding sentence
applies, the securities may be valued at market. Further, in determining such
aggregate amount, the Buyer may have included securities owned by subsidiaries
of the Buyer, but only if such subsidiaries are consolidated with the Buyer in
its financial statements prepared in accordance with generally accepted
accounting principles and if the investments of such subsidiaries are managed
under the Buyer's direction. However, such securities were not included if the
Buyer is a majority-owned, consolidated subsidiary of another enterprise and the
Buyer is not itself a reporting company under the Securities Exchange Act of
1934, as amended.

                  5. The Buyer acknowledges that it is familiar with Rule 144A
and understands that the seller to it and other parties related to the
Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.

                  6. Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.




                                       J-4

<PAGE>







                                         _____________________________________
                                                  Print Name of Buyer

                                         By:__________________________________
                                         Name:
                                         Title:

                                         Date:________________________________


                                       J-5

<PAGE>



                                                            ANNEX 2 TO EXHIBIT J
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

           [For Transferees That are Registered Investment Companies]

                  The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

                  2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Buyer or the Buyer's Family of Investment Companies, the cost of
such securities was used, except (i) where the Buyer or the Buyers Family of
Investment Companies reports its securities holdings in its financial statements
on the basis of their market value, and (ii) no current information with respect
to the cost of those securities has been published. If clause (ii) in the
preceding sentence applies, the securities may be valued at market.

                  ___________ The Buyer owned $_________ in securities (other
                  than the excluded securities referred to below) as of the end
                  of the Buyer's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

                  ___________ The Buyer is part of a Family of Investment
                  Companies which owned in the aggregate $___________ in
                  securities (other than the excluded securities referred to
                  below) as of the end of the Buyer's most recent fiscal year
                  (such amount being calculated in accordance with Rule 144A).

                  3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).

                  4. The term "SECURITIES" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by
the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.

                  5. The Buyer is familiar with Rule 144A and understands that
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.



                                       J-6

<PAGE>



                  6. Until the date of purchase of the Certificates, the
undersigned will notify the parties listed in the Rule 144A Transferee
Certificate to which this certification relates of any changes in the
information and conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.



                                             __________________________________
                                             Print Name of Buyer or Adviser

                                             By:_______________________________
                                             Name:
                                             Title:

                                             IF AN ADVISER:

                                             __________________________________
                                             Print Name of Buyer


                                             Date:_____________________________




                                       J-7

<PAGE>



                                    EXHIBIT K

                     AFFIDAVIT OF TRANSFER OF R CERTIFICATES
                           PURSUANT TO SECTION 5.02(d)

                        Soundview Home Loan Trust 2003-2
                    Asset-Backed Certificates, Series 2003-2

STATE OF          )
                  ) ss.:
COUNTY OF         )

                  The undersigned, being first duly sworn, deposes and says as
follows:

                  1. The undersigned is an officer of , the proposed Transferee
of an Ownership Interest in Class [R] Certificates (the "Certificate") issued
pursuant to the Pooling and Servicing Agreement, (the "Agreement"), relating to
the above-referenced Certificates, among Financial Asset Securities Corp., as
Depositor, Greenwich Capital Financial Products, Inc., as Seller, Impac Funding
Corporation and GMAC Mortgage Corporation, as Master Servicers (the "Master
Servicers") and Deutsche Bank National Trust Company, as Trustee (the
"Trustee"). Capitalized terms used, but not defined herein shall have the
meanings ascribed to such terms in the Agreement. The Transferee has authorized
the undersigned to make this affidavit on behalf of the Transferee.

                  2. The Transferee is, as of the date hereof and will be, as of
the date of the Transfer, a Permitted Transferee. The Transferee is acquiring
its Ownership Interest in the Certificate either (i) for its own account or (ii)
as nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.

                  3. The Transferee has been advised of, and understands that
(i) a tax will be imposed on Transfers of the Certificate to Persons that are
not Permitted Transferees; (ii) such tax will be imposed on the transferor, or,
if such Transfer is through an agent (which includes a broker, nominee or
middleman) to a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

                  4. The Transferee has been advised of, and understands that a
tax will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass- through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person).

                  5. The Transferee has reviewed the provisions of Section
5.02(d) of the Agreement and understands the legal consequences of the
acquisition of an Ownership Interest in the Certificate including, without
limitation, the restrictions on subsequent Transfers and the provisions
regarding voiding the Transfer and mandatory sales. The Transferee expressly
agrees to be bound by and to abide by the


                                       K-1

<PAGE>



provisions of Section 5.02(d) of the Agreement and the restrictions noted on the
face of the Certificate. The Transferee understands and agrees that any breach
of any of the representations included herein shall render the Transfer to the
Transferee contemplated hereby null and void.

                  6. The Transferee agrees to require a Transfer Affidavit from
any Person to whom the Transferee attempts to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit K to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.

                  7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Certificate.

                  8. The Transferee's taxpayer identification number is
_____________.

                  9. The Transferee is a U.S. Person as defined in Code Section
7701-(a)(30).

                  10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.

                  11. The Transferee is not an employee benefit plan that is
subject to ERISA or a plan that is subject to Section 4975 of the Code, nor is
it acting on behalf of such a plan.




                                       K-2

<PAGE>



                  IN WITNESS WHEREOF, the Transferee has caused this instrument
to be executed on its behalf, pursuant to authority of its Board of Directors,
by its duly authorized officer and its corporate seal to be hereunto affixed,
duly attested, this ___ day of __________, ___.

                                                     [NAME OF TRANSFEREE]

                                                     By:_______________________
                                                     Name:
                                                     Title:

[Corporate Seal]

ATTEST:

__________________________
[Assistant] Secretary

                  Personally appeared before me the above-named , known or
proved to me to be the same person who executed the foregoing instrument and to
be the of the Transferee, and acknowledged that he executed the same as his free
act and deed and the free act and deed of the Transferee.

         Subscribed and sworn before me this __ day of _______, ___.


                                         ________________________________
                                                   NOTARY PUBLIC

                               My Commission expires the ____ day of ____, ___.




                                       K-3

<PAGE>



                                    EXHIBIT L

                         FORM OF TRANSFEROR CERTIFICATE

                                                        [DATE]

Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

                  Re:      Soundview Home Loan Trust 2003-2,
                           Asset-Backed Certificates Series 2003-2
                           ---------------------------------------

Ladies and Gentlemen:

                  In connection with our disposition of the above Certificates
we certify that (a) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the
Act, (b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act, (c)
to the extent we are disposing of a Class [ ] Certificate, we have no knowledge
the Transferee is not a Permitted Transferee and (d) no purpose of the proposed
disposition of a Class [ ] Certificate is to impede the assessment or collection
of tax.

                                           Very truly yours,

                                           TRANSFEROR

                                           By:_______________________________
                                           Name:
                                           Title:



                                       L-1

<PAGE>



                                    EXHIBIT M

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                                           _____________, 20__


Financial Asset Securities Corp.           Deutsche Bank National Trust Company
600 Steamboat Road                         1761 East St. Andrew Place
Greenwich, Connecticut 06830               Santa Ana, California  92705-4934

                  Re:      Soundview Home Loan Trust 2003-2,
                           Asset-Backed Certificates Series 2003-2
                           ---------------------------------------
Dear Sirs:

                  _______________________ (the "Transferee") intends to acquire
from _____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance Soundview Home Loan Trust 2003-2, Asset-Backed Certificates
Series 2003-2, Class [C][P][R][Dividend Account] (the "Certificates"), issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of December 1, 2003 among Financial Asset Securities Corp.
as depositor (the "Depositor"), Greenwich Capital Financial Products, Inc., as
Seller, Impac Funding Corporation and GMAC Mortgage Corporation as Master
Servicers (the "Master Servicers") and Deutsche Bank National Trust Company as
trustee (the "Trustee"). Capitalized terms used herein and not otherwise defined
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to, and covenants with
the Depositor, the Trustee and the Master Servicers the following:

                  The Certificates (i) are not being acquired by, and will not
be transferred to, any employee benefit plan within the meaning of section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and bank collective investment funds and insurance
company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within the
meaning of the Department of Labor ("DOL") regulation, 29 C.F.R.ss.2510.3-101,
and (iii) will not be transferred to any entity that is deemed to be investing
in plan assets within the meaning of the DOL regulation at 29 C.F.R.ss.
2510.3-101.

                                                Very truly yours,

                                                [Transferee]

                                                By:____________________________
                                                Name:
                                                Title:


                                       M-1

<PAGE>



                                   EXHIBIT N-1

        FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

                  Re:      Soundview Home Loan Trust 2003-2
                           Asset Backed Certificates, Series 2003-2
                           ----------------------------------------

                  I, [identify the certifying individual], certify that:

                  l. I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing distribution and servicing reports filed in
respect of periods included in the year covered by this annual report, of
Financial Asset Securities Corp. (the "Registrant");

                  2. Based on my knowledge, the information in these reports,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;

                  3. Based on my knowledge, the distribution information and the
servicing information required to be provided to the Trustee by the Master
Servicers under the Pooling and Servicing Agreement is included in these
reports;

                  4. Based on my knowledge and upon the annual compliance
statement included in the report and required to be delivered to the Trustee in
accordance with the terms of the Pooling and Servicing Agreement, and except as
disclosed in the reports, the Master Servicers have fulfilled its obligations
under the Pooling and Servicing Agreement; and

                  5. I have disclosed to the Registrant's certified public
accountants all significant deficiencies relating to the Master Servicers'
compliance with the minimum servicing standards in accordance with a review
conducted in compliance with the Uniform Single Attestation Program for Mortgage
Bankers or similar standard as set forth in the Pooling and Servicing Agreement.

                  In giving the certifications above, I have reasonably relied
on information provided to me by the following unaffiliated parties: Impac
Funding Corporation, GMAC Mortgage Corporation and Deutsche Bank, National Trust
Company.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated December
1, 2003 (the "Pooling and Servicing Agreement"), among the Registrant as
Depositor, Greenwich Capital Financial Products, Inc., as Seller, Impac Funding
Corporation and GMAC Mortgage Corporation as Master Servicers and Deutsche Bank
National Trust Company as trustee.

                                          FINANCIAL ASSET SECURITIES CORP.

                                          By:__________________________________
                                          Name:
                                          Title:
                                          Date:


                                      N-1-1

<PAGE>



                                   EXHIBIT N-2

                            FORM CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE TRUSTEE


                  Re:      Soundview Home Loan Trust 2003-2 (the "Trust")
                           Asset-Backed Certificates, Series 2003-2
                           ----------------------------------------

                  I, [identify the certifying individual], a [title] of Deutsche
Bank National Trust Company, as Trustee of the Trust, hereby certify to
Financial Asset Securities Corp. (the "Depositor"), and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

                  1. I have reviewed the annual report on Form 10-K for the
fiscal year [___], and all reports on Form 8-K containing distribution reports
filed in respect of periods included in the year covered by that annual report,
of the Depositor relating to the above-referenced trust;

                  2. Based on my knowledge, the information in these
distribution reports prepared by the Trustee, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of the period
covered by that annual report; and

                  3. Based on my knowledge, the distribution information
required to be provided by the Trustee under the Pooling and Servicing Agreement
is included in these reports.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated December
1, 2003 (the "Pooling and Servicing Agreement"), among the Depositor as
depositor, Greenwich Capital Financial Products, Inc., as Seller, Impac Funding
Corporation and GMAC Mortgage Corporation as Master Servicers and Deutsche Bank
National Trust Company as trustee.

                                       DEUTSCHE BANK NATIONAL TRUST COMPANY, as
                                       Trustee


                                       By:__________________________________
                                       Name:
                                       Title:
                                       Date:





                                      N-2-1

<PAGE>



                                   EXHIBIT N-3

                            FORM CERTIFICATION TO BE
                  PROVIDED TO DEPOSITOR BY THE MASTER SERVICERS

                  Re:      Soundview Home Loan Trust 2003-2
                           Asset Backed Certificates, Series 2003-2
                           ----------------------------------------

                  I, [identify the certifying individual], certify to Financial
Asset Securities Corp. (the "Depositor"), the Trustee and their respective
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:

                  1. I have reviewed the information provided to the Trustee by
the Master Servicers pursuant to the Pooling and Servicing Agreement and
information correctly derived by the Trustee from such information and included
in the annual report on Form 10-K for the fiscal year [___] and on all reports
on Form 8-K filed in respect of periods included in the year covered by that
annual report, of the Depositor relating to the Trust Fund (the "Servicing
Information");

                  2. Based on my knowledge, the Servicing Information in these
reports, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
as of the last day of the period covered by that annual report;

                  3. Based on my knowledge, the Servicing Information is
correct;

                  4. I am responsible for reviewing the activities performed by
the [Impac Funding Corporation] [GMAC Mortgage Corporation] under the Pooling
and Servicing Agreement and based upon the review required under the Pooling and
Servicing Agreement, and except as disclosed to the Depositor and the Trustee,
[Impac Funding Corporation] [GMAC Mortgage Corporation] has fulfilled its
obligations under the Pooling and Servicing Agreement; and

                  5. I have disclosed to [Impac Funding Corporation] [GMAC
Mortgage Corporation] certified public accountants and the Depositor all
significant deficiencies relating to [Impac Funding Corporation] [GMAC Mortgage
Corporation] compliance with the minimum servicing standards in accordance with
a review conducted in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar standard as set forth in the Pooling and Servicing
Agreement.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated December
1, 2003 (the "Pooling and Servicing Agreement"), among the Depositor, Greenwich
Capital Financial Products, Inc., as Seller, Greenwich Capital Financial
Products, Inc., as Seller, Impac Funding Corporation and GMAC Mortgage
Corporation as Master Servicers and Deutsche Bank National Trust Company as
trustee.

                                      [IMPAC FUNDING CORPORATION][GMAC MORTGAGE
CORPORATION]


                                      By:____________________________
                                      Name:
                                      Title:
                                      Date:


                                      N-3-1

<PAGE>




                                    EXHIBIT O

                              OFFICER'S CERTIFICATE
                    REGARDING ANNUAL STATEMENT OF COMPLIANCE

                   ___________________ Trust, Series 200_-___
                    _______________ Pass-Through Certificates

                  I, _____________________, hereby certify that I am a duly
appointed __________________________ of _______________________________
(["Impac"]["GMAC"]), and further certify as follows:

                  1. This certification is being made pursuant to the terms of
the Pooling and Servicing Agreement, dated as of ____________, _____ (the
"Agreement"), among ______________________, as depositor, Greenwich Capital
Financial Products, Inc., as Seller, Impac Funding Corporation, GMAC Funding
Corporation, as Master Servicers and ________________, as trustee.

                  2. I have reviewed the activities of [Impac][GMAC] during the
preceding year and[Impac's][GMAC's] performance under the Agreement and to the
best of my knowledge, based on such review, [Impac][GMAC] has fulfilled all of
its obligations under the Agreement throughout the year.

                  Capitalized terms not otherwise defined herein have the
meanings set forth in the Agreements.


Dated: _________________




                                       O-1

<PAGE>




                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of _____________.

                                              By:  ____________________________
                                              Name:
                                              Title:

                  I, _________________________, a (an) __________________ of
[Impac] [GMAC], hereby certify that _________________ is a duly elected,
qualified, and acting _______________________ of [Impac][GMAC] and that the
signature appearing above is his/her genuine signature.

                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of ______________.


                                              By:______________________________
                                              Name:
                                              Title:





                                       O-2

<PAGE>



                                    Exhibit P
                              Form of Cap Contract
                            (Available Upon Request)



<PAGE>


                                   SCHEDULE I

                           PREPAYMENT CHARGE SCHEDULE

                             Available Upon Request