SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
                                    Depositor



                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
                     Master Servicer and Trust Administrator



                                       and



                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                     Trustee


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


                         POOLING AND SERVICING AGREEMENT
                          Dated as of September 1, 2003

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




                       Mortgage Pass-Through Certificates


                                Series 2003-HYB1




<PAGE>

<TABLE>
<CAPTION>


                                                 TABLE OF CONTENTS

SECTION                                                                                                        PAGE

                                    ARTICLE I

                                                    DEFINITIONS
<S>               <C>                                                                                          <C>
                  SECTION 1.01.     Defined Terms...............................................................2
                  SECTION 1.02.     Allocation of Certain Interest Shortfalls..................................31

                                                    ARTICLE II

                                           CONVEYANCE OF MORTGAGE LOANS;
                                         ORIGINAL ISSUANCE OF CERTIFICATES
                  SECTION 2.01.     Conveyance of Mortgage Loans...............................................33
                  SECTION 2.02.     Acceptance of Trust Fund by the Trustee....................................35
                  SECTION 2.03.     Repurchase or Substitution of Mortgage Loans by the
                                    Originator or the Mortgage Loan Seller.....................................36
                  SECTION 2.04.     [Reserved].................................................................39
                  SECTION 2.05.     Representations, Warranties and Covenants of the Master
                                    Servicer...................................................................39
                  SECTION 2.06.     Issuance of the Certificates...............................................41

                                                    ARTICLE III

                                           ADMINISTRATION AND SERVICING
                                               OF THE MORTGAGE LOANS
                  SECTION 3.01.     Master Servicer to Act as Master Servicer..................................42
                  SECTION 3.02.     [Reserved].................................................................43
                  SECTION 3.03.     Monitoring of Servicer.....................................................43
                  SECTION 3.04.     Fidelity Bond..............................................................44
                  SECTION 3.05.     Power to Act; Procedures...................................................44
                  SECTION 3.06.     Due on Sale Clauses; Assumption Agreements.................................45
                  SECTION 3.07.     Release of Mortgage Files..................................................45
                  SECTION 3.08.     Documents, Records and Funds in Possession of Master
                                    Servicer to be Held for Trustee............................................46
                  SECTION 3.09.     Standard Hazard Insurance and Flood Insurance Policies
                                     ..........................................................................47
                  SECTION 3.10.     Presentment of Claims and Collection of Proceeds...........................47
                  SECTION 3.11.     Maintenance of Primary Mortgage Insurance Policies
                                     ..........................................................................48
                  SECTION 3.12.     Trustee to Retain Possession of Certain Insurance Policies
                                    and Documents..............................................................48
                  SECTION 3.13.     Realization Upon Defaulted Mortgage Loans..................................48
                  SECTION 3.14.     Compensation for the Master Servicer.......................................49
                  SECTION 3.15.     REO Property...............................................................49


                                                         i

<PAGE>



                  SECTION 3.16.     Annual Officer's Certificate as to Compliance..............................50
                  SECTION 3.17.     Annual Independent Accountant's Servicing Report...........................50
                  SECTION 3.18.     Obligations of the Master Servicer in Respect of Prepayment
                                    Interest Shortfalls........................................................51
                  SECTION 3.19.     Custodial Account..........................................................51
                  SECTION 3.20.     Master Servicer Collection Account.........................................52
                  SECTION 3.21.     Permitted Withdrawals and Transfers from the Master
                                    Servicer Collection Account................................................53
                  SECTION 3.22.     Distribution Account.......................................................55
                  SECTION 3.23.     Permitted Withdrawals and Transfers from the Distribution
                                    Account....................................................................56
                  SECTION 3.24.     Prohibited Activities With Respect to REO Properties
                                     ..........................................................................56

                                                    ARTICLE IV

                                          PAYMENTS TO CERTIFICATEHOLDERS
                  SECTION 4.01.     Distributions..............................................................58
                  SECTION 4.02.     Statements to Certificateholders...........................................62
                  SECTION 4.03.     P&I Advances...............................................................65
                  SECTION 4.04.     Allocation of Extraordinary Trust Fund Expenses and
                                    Realized Losses............................................................66
                  SECTION 4.05.     Compliance with Withholding Requirements...................................67
                  SECTION 4.06.     Commission Reporting.......................................................67

                                                     ARTICLE V

                                                 THE CERTIFICATES
                  SECTION 5.01.     The Certificates...........................................................69
                  SECTION 5.02.     Registration of Transfer and Exchange of Certificates
                                     ..........................................................................71
                  SECTION 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates..........................75
                  SECTION 5.04.     Persons Deemed Owners......................................................76
                  SECTION 5.05.     Certain Available Information..............................................76

                                                    ARTICLE VI

                                       THE DEPOSITOR AND THE MASTER SERVICER
                  SECTION 6.01.     Liability of the Depositor and the Master Servicer.........................77
                  SECTION 6.02.     Merger or Consolidation of the Depositor or the Master
                                    Servicer...................................................................77
                  SECTION 6.03.     Limitation on Liability of the Depositor, the Master Servicer
                                    and Others.................................................................77
                  SECTION 6.04.     Indemnification from the Master Servicer...................................79
                  SECTION 6.05.     Limitation on Resignation of the Master Servicer; Assignment
                                    of Master Servicing........................................................80


                                                        ii

<PAGE>



                  SECTION 6.06.     Successor Master Servicer..................................................81
                  SECTION 6.07.     Rights of the Depositor in Respect of the Master Servicer
                                     ..........................................................................81

                                                    ARTICLE VII

                                                      DEFAULT
                  SECTION 7.01.     Master Servicer Events of Termination......................................82
                  SECTION 7.02.     Trustee to Act; Appointment of Successor...................................84
                  SECTION 7.03.     Notification to Certificateholders.........................................84
                  SECTION 7.04.     Waiver of Master Servicer Events of Termination............................85

                                                   ARTICLE VIII

                                CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR
                  SECTION 8.01.     Duties of Trustee and Trust Administrator..................................86
                  SECTION 8.02.     Certain Matters Affecting the Trustee and the Trust
                                    Administrator..............................................................87
                  SECTION 8.03.     Neither Trustee nor Trust Administrator Liable for
                                    Certificates or Mortgage Loans.............................................89
                  SECTION 8.04.     Trustee and Trust Administrator May Own Certificates
                                     ..........................................................................89
                  SECTION 8.05.     Trustee's and Trust Administrators Fees and Expenses
                                     ..........................................................................89
                  SECTION 8.06.     Eligibility Requirements for Trustee and Trust Administrator
                                     ..........................................................................90
                  SECTION 8.07.     Resignation and Removal of the Trustee or Trust
                                    Administrator..............................................................90
                  SECTION 8.08.     Successor Trustee or Trust Administrator...................................91
                  SECTION 8.09.     Merger or Consolidation of Trustee or Trust Administrator
                                     ..........................................................................92
                  SECTION 8.10.     Appointment of Co-Trustee or Separate Trustee..............................92
                  SECTION 8.11.     [intentionally omitted]....................................................93
                  SECTION 8.12.     Appointment of Office or Agency............................................93
                  SECTION 8.13.     Representations and Warranties.............................................93

                                                    ARTICLE IX

                                                    TERMINATION
                  SECTION 9.01.     Termination Upon Repurchase or Liquidation of the Trust
                                    Fund.......................................................................95
                  SECTION 9.02.     Additional Termination Requirements........................................97



                                                        iii

<PAGE>



                                                     ARTICLE X

                                                 REMIC PROVISIONS
                  SECTION 10.01.            REMIC Administration...............................................99
                  SECTION 10.02.            Prohibited Transactions and Activities............................-01
                  SECTION 10.03.            Indemnification with Respect to Certain Taxes and Loss of
                                            REMIC Status......................................................-01

                                                    ARTICLE XI

                                             MISCELLANEOUS PROVISIONS
                  SECTION 11.01.            Amendment.........................................................-03
                  SECTION 11.02.            Recordation of Agreement; Counterparts............................-04
                  SECTION 11.03.            Limitation on Rights of Certificateholders........................-04
                  SECTION 11.04.            Governing Law.....................................................-05
                  SECTION 11.05.            Notices...........................................................-05
                  SECTION 11.06.            Severability of Provisions........................................-06
                  SECTION 11.07.            Notice to Rating Agency...........................................-06
                  SECTION 11.08.            Article and Section References....................................-07
                  SECTION 11.09.            Grant of Security Interest........................................-07
SECTION 11.10.             Duties of Trust Fund as Owner of Mortgage Loans under Servicing
                           Agreements.........................................................................-08
SECTION 11.11.             Duties of Custodian................................................................-08

</TABLE>



                                                        iv

<PAGE>

<TABLE>
<CAPTION>


EXHIBITS

<S>                 <C>
Exhibit A-1         Form of Class A Certificate
Exhibit A-2         [Reserved]
Exhibit A-3         [Reserved]
Exhibit A-4         [Reserved]
Exhibit A-5         [Reserved]
Exhibit A-6         [Reserved]
Exhibit A-7         [Reserved]
Exhibit A-8         [Reserved]
Exhibit A-9         [Reserved]
Exhibit A-10        [Reserved]
Exhibit A-11        Form of Class B-1 Certificate
Exhibit A-12        Form of Class B-2 Certificate
Exhibit A-13        Form of Class B-3 Certificate
Exhibit A-14        Form of Class B-4 Certificate
Exhibit A-15        Form of Class B-5 Certificate
Exhibit A-16        Form of Class B-6 Certificate
Exhibit A-17        Form of Class R Certificate
Exhibit B           Form of Servicing Agreement
Exhibit C-1         Form of Trustee's Initial Certification
Exhibit C-2         Form of Trustee's Final Certification
Exhibit C-3         Form of Receipt of Mortgage Note
Exhibit D           Form of Mortgage Loan Purchase Agreement
Exhibit E           Request for Release
Exhibit F-1         Form of Transferor Representation Letter and Form of Transferee Representation
                    Letter in Connection with Transfer of Private Certificates Pursuant to Rule 144A
                    Under the 1933 Act
Exhibit F-2         Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in
                    Connection with Transfer of Residual Certificates
Exhibit G           Form of Certification with respect to ERISA and the Code
Exhibit H           [Reserved]
Exhibit I           [Reserved]
Exhibit J           [Reserved]
Exhibit K           [Reserved]
Exhibit L           [Reserved]
Exhibit M           [Reserved]
Exhibit N-1         [Reserved]
Exhibit N-2         Form of Master Servicer Certification

Schedule 1          Mortgage Loan Schedule

</TABLE>


                                        v

<PAGE>



                  This Pooling and Servicing Agreement, is dated and effective
as of September 1, 2003, among SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.,
as depositor, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as master
servicer and trust administrator, and WACHOVIA BANK, NATIONAL ASSOCIATION, as
trustee.

                             PRELIMINARY STATEMENT:

                  The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund created hereunder.

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement as a REMIC (as defined herein) for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC I". The Class R Certificates will be the sole class of
"residual interests" in REMIC I for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation, the
Pass-Through Rate, the initial aggregate Certificate Principal Balance and,
solely for purposes of satisfying Treasury regulation section 1.860G-
1(a)(4)(iii), the "latest possible maturity date" for the Residual Certificates
and for each Class of Certificates that represents one of the "regular
interests" in REMIC 1 created hereunder:


<TABLE>
<CAPTION>

                                                          Initial Aggregate Certificate          Latest Possible
    Designation               Pass-Through Rate               Principal Balance                   Maturity Date(1)
--------------------- ------------------------------ ------------------------------------ -------------------------------
<S>                        <C>                         <C>                                        <C>
      Class A                    Variable(2)                    $ 170,019,000.00                 September 2033
     Class B-1                   Variable(2)                     $ 2,629,000.00                  September 2033
     Class B-2                   Variable(2)                      $ 964,000.00                   September 2033
     Class B-3                   Variable(2)                      $ 701,000.00                   September 2033
     Class B-4                   Variable(2)                      $ 351,000.00                   September 2033
     Class B-5                   Variable(2)                      $ 263,000.00                   September 2033
     Class B-6                   Variable(2)                      $ 350,762.76                   September 2033
      Class R                    Variable(2)                        $ 100.00                           N/A
_______________
</TABLE>
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loan with the latest maturity date has been designated as
     the "latest possible maturity date" for each Class of Regular Certificates.
(2)  Calculated in accordance with the definition of "Pass-Through Rate" herein.

                  As of the Cut-off Date, the Original Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $175,277,862.76.

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




<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01.             Defined Terms.

                  Whenever used in this Agreement, including, without
limitation, in the Preliminary Statement hereto, the following words and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations
described herein shall be made on the basis of a 360-day year consisting of
twelve 30-day months.

                  "AAR Agreement": The Assignment, Assumption and Recognition
Agreement attached hereto as part of Exhibit B, whereby the Servicing Agreement
was assigned to the Trustee for the benefit of the Certificateholders.

                  "Accepted Master Servicing Practices": With respect to any
Mortgage Loan, as applicable, either (x) those customary mortgage loan master
servicing practices of prudent mortgage servicing institutions that master
service mortgage loans of the same type and quality as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, to the extent
applicable to the Master Servicer (except in its capacity as successor to the
Servicer), or (y) as provided in Section 3.01 hereof, but in no event below the
standard set forth in clause (x).

                  "Administration Fee": The amount payable to the Trust
Administrator on each Distribution Date pursuant to Section 8.05 as compensation
for all services rendered by the Trust Administrator in the execution of the
trust hereby created and in the exercise and performance of any of the powers
and duties of the Trust Administrator hereunder, which amount, with respect to
the Mortgage Loans and REO Properties and for any calendar month, shall be equal
to the Administration Fee Rate accrued for one month on the same principal
amount on which interest on each Mortgage Loan accrues for such calendar month
(or, in the case of an REO Property, on the Scheduled Principal Balance of such
REO Property as of the Due Date for the related Mortgage Loan occurring in the
month prior to the month of such Distribution Date). The fees payable to the
Trustee for all services rendered by it in the exercise and performance of any
of its respective powers and duties hereunder will be paid by the Trust
Administrator on an annual basis from its own funds in accordance with a
separate agreement between the Trust Administrator and the Trustee.

                  "Administration Fee Rate": 0.01% per annum.

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

                  "Affiliate": With respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of


                                       -2-

<PAGE>



voting securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

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

                  "Allocable Share": With respect to any Distribution Date and
the Subordinate Principal Distribution Amount and any Class of Subordinate
Certificates, the portion of the Subordinate Principal Distribution Amount
allocable to such Class for such Distribution Date pursuant to the priorities
and amounts set forth in Section 4.01(b)(i).

                  "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 of
record the sale of the Mortgage.

                  "Available Distribution Amount": With respect to any
Distribution Date, an amount equal to the excess of (i) the sum of (a) the
aggregate of the Monthly Payments due on or before the Due Date relating to such
Distribution Date and received by the Servicer on or prior to the related
Determination Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans
and other unscheduled of principal and interest in respect of the Mortgage Loans
or REO Properties received by the Servicer during the related Prepayment Period
(exclusive of any prepayment charges, penalties or premiums), (c) the aggregate
of any amounts on deposit in the Distribution Account representing Compensating
Interest amounts paid by the Servicer or the Master Servicer in respect of
related Prepayment Interest Shortfalls relating to Principal Prepayments that
occurred during the related Prepayment Period, (d) the aggregate of any P&I
Advances made by the Servicer for such Distribution Date and (e) the aggregate
of any P&I Advances made in respect of the Mortgage Loans for such Distribution
Date pursuant to Section 4.03 by the Master Servicer (or other successor
Servicer), over (ii) the sum of (a) amounts reimbursable or payable to the
Servicer pursuant to the Servicing Agreement or to the Master Servicer, the
Trustee or the Trust Administrator pursuant to Section 3.03(c), Section 6.03 or
Section 8.05 or otherwise payable in respect of Extraordinary Trust Fund
Expenses, (b) amounts in respect of the items set forth in clauses (i)(a)
through (i)(e) above remitted by the Servicer to the Master Servicer in error or
deposited in the Master Servicer Collection Account or the Distribution Account
in respect of the items set forth in clauses (i)(a) through (i)(e) above in
error, (c) the Administration Fee payable from the Distribution Account pursuant
to Section 8.05, (d) without duplication, any amounts in respect of the items
set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the
Master Servicer or to be withdrawn by the Master Servicer from the Master
Servicer Collection Account pursuant to Section 3.21 and (e) Servicing Fees
retained by the Servicer pursuant to the Servicing Agreement. Notwithstanding
any of the foregoing, with respect to any items that are part of the Available
Distribution Amount as defined above and that are required to be remitted by the
Servicer to the Master Servicer, the Available Distribution Amount shall not be
deemed to include any portion of such items that are not actually remitted by
the Servicer to the Master Servicer.

                  "Bankruptcy Amount": As of any date of determination, an
amount equal to the excess, if any, of (A) $150,000 over (B) the aggregate
amount of Bankruptcy Losses allocated solely


                                       -3-

<PAGE>



to the Subordinate Certificates in accordance with Section 4.04. After the
Certificate Principal Balances of the Subordinate Certificates are reduced to
zero, the Bankruptcy Amount will be zero.

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

                  "Bankruptcy Loss": With respect to any Mortgage Loan, a
Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.

                  "Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee. Initially, the Book-Entry Certificates
will be the Class A Certificates, the Class B-1 Certificates, the Class B-2
Certificates and the Class B-3 Certificates.

                  "Book-Entry Custodian": The custodian appointed pursuant to
Section 5.01.

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

                  "Certificate": Any one of the Salomon Brothers Mortgage
Securities VII, Inc., Citigroup Mortgage Loan Trust 2003-HYB1, Mortgage
Pass-Through Certificates, Series 2003- HYB1, issued under this Agreement.

                  "Certificate Factor": With respect to any Class of
Certificates as of any Distribution Date, a fraction, expressed as a decimal
carried to at least six places, the numerator of which is the aggregate
Certificate Principal Balance of such Class of Certificates on such Distribution
Date (after giving effect to any distributions of principal and allocations of
Realized Losses and Extraordinary Trust Fund Expenses in reduction of the
Certificate Principal Balance of such Class of Certificates to be made on such
Distribution Date), and the denominator of which is the initial aggregate
Certificate Principal Balance of such Class of Certificates as of the Closing
Date.

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


                                       -4-

<PAGE>



"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.

                  "Certificate Owner": With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Certificate as reflected on the
books of the Depository or on the books of a Depository Participant or on the
books of an indirect participating brokerage firm for which a Depository
Participant acts as agent.

                  "Certificate Principal Balance": With respect to any
Certificate, as of any date of determination, the Certificate Principal Balance
of such Certificate on the Distribution Date immediately prior to such date of
determination, reduced by the aggregate of (a) all distributions of principal
made thereon on such immediately prior Distribution Date and (b) without
duplication of amounts described in clause (a) above, reductions in the
Certificate Principal Balance thereof in connection with allocations thereto of
Realized Losses on the Mortgage Loans and Extraordinary Trust Fund Expenses on
such immediately prior Distribution Date (or, in the case of any date of
determination up to and including the initial Distribution Date, the initial
Certificate Principal Balance of such Certificate, as stated on the face
thereof); PROVIDED, HOWEVER, that the Certificate Principal Balance of the Class
of Subordinate Certificates outstanding with the highest numerical designation
at any given time shall not be greater than the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balances of all other Classes of Certificates
then outstanding.

                  "Certificate Register": The register maintained pursuant to
Section 5.02.

"Class": Collectively, all of the Certificates bearing the
same class designation.

                  "Class A Certificate": Any one of the Class A Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest in
REMIC I for purposes of the REMIC Provisions.

                  "Class B Percentage": Any one of the Class B-1 Percentage, the
Class B-2 Percentage, the Class B-3 Percentage, the Class B-4 Percentage, the
Class B-5 Percentage or the Class B-6 Percentage.

                  "Class B-1 Certificate": Any one of the Class B-1 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-11 and evidencing a Regular Interest in
REMIC I for purposes of the REMIC Provisions.

                  "Class B-1 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the aggregate Certificate Principal Balance of the Class B-1
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class B-1 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate
Principal Balance of the Subordinate Certificates immediately prior to such
date.



                                       -5-

<PAGE>



                  "Class B-2 Certificate": Any one of the Class B-2 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-12 and evidencing a Regular Interest in
REMIC I for purposes of the REMIC Provisions.

                  "Class B-2 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the aggregate Certificate Principal Balance of the Class B-2
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class B-2 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate
Principal Balance of the Subordinate Certificates immediately prior to such
date.

                  "Class B-3 Certificate": Any one of the Class B-3 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-13 and evidencing a Regular Interest in
REMIC I for purposes of the REMIC Provisions.

                  "Class B-3 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the aggregate Certificate Principal Balance of the Class B-3
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class B-3 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate
Principal Balance of the Subordinate Certificates immediately prior to such
date.

                  "Class B-4 Certificate": Any one of the Class B-4 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-14 and evidencing a Regular Interest in
REMIC I for purposes of the REMIC Provisions.

                  "Class B-4 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the aggregate Certificate Principal Balance of the Class B-4
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class B-4 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate
Principal Balance of the Subordinate Certificates immediately prior to such
date.

                  "Class B-5 Certificate": Any one of the Class B-5 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-15 and evidencing a Regular Interest in
REMIC I for purposes of the REMIC Provisions.

                  "Class B-5 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the aggregate Certificate Principal Balance of the Class B-5
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class B-5 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate
Principal Balance of the Subordinate Certificates immediately prior to such
date.



                                       -6-

<PAGE>



                  "Class B-6 Certificate": Any one of the Class B-6 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-16 and evidencing a Regular Interest in
REMIC I for purposes of the REMIC Provisions.

                  "Class B-6 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the aggregate Certificate Principal Balance of the Class B-6
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class B-6 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the aggregate Certificate
Principal Balance of the Subordinate Certificates immediately prior to such
date.

                  "Class R Certificate": Any one of the Class R Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-17 and evidencing the ownership of the
Residual Interest in REMIC I for purposes of the REMIC Provisions.

                  "Closing Date": September 29, 2003.

                  "Code": The Internal Revenue Code of 1986.

                  "Commission": The Securities and Exchange Commission.

                  "Compensating Interest": With respect to the Servicer, the
amount in respect of Prepayment Interest Shortfalls required to be paid by the
Servicer pursuant to the Servicing Agreement from its own funds without right of
reimbursement. With respect to the Master Servicer, the amount in respect of
Prepayment Interest Shortfalls required to be paid by the Master Servicer
pursuant to Section 3.18 from its own funds without right of reimbursement
except as provided in Section 3.18.

                  "Corporate Trust Office": The principal corporate trust office
of the Trustee or the Trust Administrator, as the case may be, at which at any
particular time its corporate trust business in connection with this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at (i) with respect to the Trustee, Wachovia Bank,
National Association, Wachovia Bank, National Association, 401 South Tryon
Street, 12th Floor, Mail Code NC1179, Charlotte, NC 28288, Attention: ABS-MBS
Trust Services, or at such other address as the Trustee may designate from time
to time by notice to the Certificateholders, the Depositor, the Servicer, the
Master Servicer, the Originator and the Trust Administrator, or (ii) with
respect to the Trust Administrator, (A) for Certificate transfer and surrender
purposes, Wells Fargo Bank Minnesota, National Association, Sixth and Marquette,
Minneapolis, Minnesota 55479, Attention: Corporate Trust Services -- SBMS
2003-HYB1 and (B) for all other purposes, Wells Fargo Bank Minnesota, National
Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Services -- SBMS 2003-HYB1, or at such other address as the
Trust Administrator may designate from time to time by notice to the
Certificateholders, the Depositor, the Servicer, the Master Servicer, the
Originator and the Trustee.



                                       -7-

<PAGE>



                  "Custodial Account": The account established and maintained
for the benefit of the Trustee by the Servicer with respect to the related
Mortgage Loans and REO Properties pursuant to the Servicing Agreement.

                  "Custodian": The entity acting as custodian of the Mortgage
Files on behalf of and for the benefit of the Trustee, which as of the Closing
Date shall be the Trust Administrator.

                  "Cut-off Date": With respect to each Original Mortgage Loan,
September 1, 2003. With respect to all Qualified Substitute Mortgage Loans,
their respective dates of substitution. References herein to the "Cut-off Date,"
when used with respect to more than one Mortgage Loan, shall be to the
respective Cut-off Dates for such Mortgage Loans.

                  "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 5.01(b).

                  "Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by a Qualified Substitute Mortgage Loan.

                  "Depositor": Salomon Brothers Mortgage Securities VII, Inc., a
Delaware corporation, or its successor in interest.

                  "Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository, for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
CEDE & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended.

                  "Depository Institution": Any depository institution or trust
company, including the Trustee, that (a) is incorporated under the laws of the
United States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations that
are rated "A-1" or better by S&P or "P-1" or better by Moody's, if rated by
Moody's (or comparable ratings if S&P and Moody's are not the Rating Agencies).



                                       -8-

<PAGE>



                  "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 each 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 REMIC I, other than
through an Independent Contractor; PROVIDED, HOWEVER, that the Trustee (or the
Servicer or the Master Servicer on behalf of the Trustee) shall not be
considered to Directly Operate an REO Property solely because the Trustee (or
the Servicer or the 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": Any of the following: (i) the
United States, any State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the foregoing (other
than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for Freddie Mac, a majority of its board of directors
is not selected by such governmental unit), (ii) any foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an "electing
large partnership" within the meaning of Section 775 of the Code and (vi) any
other Person so designated by the Trustee or the Trust Administrator based upon
an Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause REMIC I or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms "United States," "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.

                  "Distribution Account": The trust account or accounts created
and maintained by the Trust Administrator pursuant to Section 3.22 which shall
be entitled "Wells Fargo Bank Minnesota, National Association as Trust
Administrator, in trust for the registered holders of Salomon Brothers Mortgage
Securities VII, Inc., Citigroup Mortgage Loan Trust 2003-HYB1, Mortgage
Pass-Through Certificates, Series 2003-HYB1 -- Distribution Account," and which
shall be an Eligible Account.

                  "Distribution Date": The 25th day of any month, or if such
25th day is not a Business Day, the Business Day immediately following such 25th
day, commencing in October 2003.

                  "DOL": The United States Department of Labor or any successor
in interest.


                                       -9-

<PAGE>



                  "DOL Regulations": The regulations promulgated by the DOL at
29 C.F.R.ss.2510.3- 101.

                  "Due Date": With respect to each Distribution Date, the first
day of the calendar month in which such Distribution Date occurs, which is the
day of the month on which the Monthly Payment is due on a Mortgage Loan,
exclusive of any days of grace (or, in the case of any Mortgage Loan which has
its Monthly Payment due on a day each calendar month other than the first day of
each calendar month, the date that such Monthly Payment is due and which falls
within the Due Period relating to such Distribution Date).

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

                  "Eligible Account": Any of (i) an account or accounts
maintained with a Depository Institution, (ii) an account or accounts the
deposits in which are fully insured by the FDIC or (iii) a trust account or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity. Eligible Accounts may bear interest.

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

                  "Estate in Real Property": A fee simple estate in a parcel of
land.

                  "Excess Bankruptcy Loss": Any Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.

                  "Excess Fraud Loss": Any Fraud Loss, or portion thereof, which
exceeds the then applicable Fraud Loss Amount.

                  "Excess Loss": Any Excess Bankruptcy Loss, Excess Special
Hazard Loss, Excess Fraud Loss or Extraordinary Loss.

                  "Excess Special Hazard Loss": Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special Hazard Amount.

                  "Extraordinary Loss": Any Realized Loss or portion thereof
caused by or resulting from:

                  (i) nuclear or chemical reaction or nuclear radiation or
         radioactive or chemical contamination, all whether controlled or
         uncontrolled and whether such loss be direct or indirect, proximate or
         remote or be in whole or in part caused by, contributed to or
         aggravated by a peril covered by the definition of the term "Special
         Hazard Loss";

                  (ii) hostile or warlike action in time of peace or war,
         including action in hindering, combating or defending against an
         actual, impending or expected attack by any


                                      -10-

<PAGE>



         government or sovereign power, DE JURE or DE FACTO, or by any authority
         maintaining or using military, naval or air forces, or by military,
         naval or air forces, or by an agent of any such government, power,
         authority or forces;

                  (iii) any weapon of war employing atomic fission or
         radioactive forces whether in time of peace or war, and

                  (iv) insurrection, rebellion, revolution, civil war, usurped
         power or action taken by governmental authority in hindering, combating
         or defending against such an occurrence, seizure or destruction under
         quarantine or customs regulations, confiscation by order of any
         government or public authority, or risks of contraband or illegal
         transactions or trade.

                  "Extraordinary Trust Fund Expenses": Any amounts reimbursable
to the Master Servicer or the Depositor pursuant to Section 6.03, to the Master
Servicer pursuant to Section 3.03(c), any amounts payable from the Distribution
Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts
reimbursable to the Trustee or the Trust Administrator from the Trust Fund
pursuant to Section 2.01, Section 7.02 or Section 8.05, any indemnification to
the Servicer payable by the Trust Fund to the Servicer pursuant to the Servicing
Agreement and any other costs, expenses, liabilities and losses borne by the
Trust Fund (exclusive of any cost, expense, liability or loss that is specific
to a particular Mortgage Loan or REO Property and is taken into account in
calculating a Realized Loss in respect thereof) for which the Trust Fund has not
and, in the reasonable good faith judgment of the Trust Administrator, shall
not, obtain reimbursement or indemnification from any other Person.

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

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

                  "Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased or repurchased by the Mortgage Loan Seller, the Originator or the
Master Servicer pursuant to or as contemplated by Section 2.03 or Section 9.01),
a determination made by the Servicer that all Liquidation Proceeds have been
recovered. Based on information provided to it by the Servicer, the Master
Servicer shall maintain records of each Final Recovery Determination made.

                  "Fraud Loss": Any Realized Loss or portion thereof sustained
by reason of a default arising from intentional fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan, including by
reason of the denial of coverage under any related Primary Mortgage Insurance
Policy.

                  "Fraud Loss Amount": As of any date of determination after the
Cut-off Date, an amount equal to: (x) prior to the first anniversary of the
Cut-off Date an amount equal to 3.00% of the aggregate principal balance of the
Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses
on the Mortgage Loans allocated solely to the Subordinate Certificates in
accordance with Section 4.04 since the Cut-off Date up to such date of
determination, (y) from the


                                      -11-

<PAGE>



first to the second anniversary of the Cut-off Date, an amount equal to (1) the
lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the
Cut-off Date and (b) 2.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the most recent anniversary of the Cut-off Date
minus (2) the Fraud Losses on the Mortgage Loans allocated solely to the
Subordinate Certificates in accordance with Section 4.04 since the Cut-off Date
up to such date of determination and (z) from the second to the fifth
anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the
Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b)
1.00% of the aggregate outstanding principal balance of all of the Mortgage
Loans as of the most recent anniversary of the Cut-off Date minus (2) the Fraud
Losses on the Mortgage Loans allocated solely to the Subordinate Certificates in
accordance with Section 4.04 since the Cut-off Date up to such date of
determination. In addition, after the Certificate Principal Balances of the
Subordinate Certificates are reduced to zero, the Fraud Loss Amount will be
zero.

                  "Freddie Mac": Freddie Mac, formally known as the Federal Home
Loan Mortgage Corporation, or any successor thereto.

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

                  "Independent": When used with respect to any specified Person,
any such Person who (a) is in fact independent of the Servicer, the Depositor,
the Master Servicer, the Trustee, the Trust Administrator and their respective
Affiliates, (b) does not have any direct financial interest in or any material
indirect financial interest in the Servicer, the Depositor, the Master Servicer,
the Trustee, the Trust Administrator or any Affiliate thereof, and (c) is not
connected with the Servicer, the Depositor, the Master Servicer, the Trustee,
the Trust Administrator 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 Servicer, the Depositor, the Master Servicer, the Trustee, the Trust
Administrator or any Affiliate thereof merely because such Person is the
beneficial owner of 1% or less of any class of securities issued by the
Servicer, the Depositor or the Master Servicer, the Trustee, the Trust
Administrator or any Affiliate thereof, as the case may be.

                  "Independent Contractor": Either (i) any Person (other than
the Servicer or the Master Servicer) that would be an "independent contractor"
with respect to REMIC I within the meaning of Section 856(d)(3) of the Code if
REMIC I 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
REMIC I does not receive or derive any income from such Person and provided that
the relationship between such Person and the Trust Fund 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 Servicer and the Master Servicer) if the Trust
Administrator has received an Opinion of Counsel for the benefit of the Trustee
and the Trust Administrator to the effect that the taking of any action in
respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as "foreclosure


                                      -12-

<PAGE>



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 any Mortgage Loan, the index for the
adjustment of the Mortgage Rate set forth as such on the related Mortgage Note.

                  "Insurance Proceeds": Proceeds of any Primary Mortgage
Insurance Policy, title policy, hazard policy or other insurance policy covering
a Mortgage Loan, to the extent such proceeds are not to be applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in
accordance with the procedures followed by the Servicer under the Servicing
Agreement, subject to the terms and conditions of the related Mortgage Note and
Mortgage.

                  "Interest Accrual Period": With respect to any Distribution
Date and any Class of Certificates (other than the Residual Certificates), and
with respect to the first Distribution Date and the Residual Certificates, the
one-month period ending on the last day of the calendar month preceding the
month in which such Distribution Date occurs.

                  "Interest Distribution Amount": With respect to any Class of
Certificates (other than the Residual Certificates) for any Distribution Date,
and with respect to the Residual Certificates for the first Distribution Date,
an amount equal to one month's interest accrued during the most recently ended
Interest Accrual Period at the applicable Pass-Through Rate on the Certificate
Principal Balance thereof immediately prior to such Distribution Date. The
Interest Distribution Amount for any Class of Regular Certificates (a) will also
include, in the case of any Distribution Date subsequent to the initial
Distribution Date, the excess, if any, of the Interest Distribution Amount in
respect of such Class for the immediately preceding Distribution Date, over the
aggregate distributions of interest made in respect of such Class pursuant to
Section 4.01(a) on such immediately preceding Distribution Date, plus interest
on that amount at the applicable Pass- Through Rate for the most recently-ended
Interest Accrual Period, and (b) will be reduced, in the case of any
Distribution Date, by the amount of any Prepayment Interest Shortfalls (to the
extent not covered by payments in respect of Compensating Interest by the
Servicer or by the Master Servicer) and Relief Act Interest Shortfalls that were
allocated to such Class on such Distribution Date pursuant to Section 1.02. The
Interest Distribution Amount for any Class of Certificates will be based on a
360 day year consisting of twelve 30 day Interest Accrual Periods.

                  "Late Collections": With respect to any Mortgage Loan, all
amounts received by the Servicer subsequent to the Determination Date
immediately following any 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 for such Due Period and not previously 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 REMIC I by reason of its being purchased, repurchased, sold
or replaced pursuant to or as contemplated by Section 2.03 or Section


                                      -13-

<PAGE>



9.01. 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 either REMIC I by reason of its being purchased
pursuant to Section 9.01.

                  "Liquidation Proceeds": The amount (including any Insurance
Proceeds or amounts received in respect of the rental of any REO Property prior
to REO Disposition) received by the 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 through a trustee's sale, foreclosure sale or otherwise, or (iii) the
purchase, repurchase, substitution or sale of a Mortgage Loan or an REO Property
pursuant to the Servicing Agreement or pursuant to or as contemplated by Section
2.03 or Section 9.01.

                  "Loan-to-Value Ratio": As of any date of determination, the
fraction, expressed as a percentage, the numerator of which is the principal
balance of the related Mortgage Loan at such date and the denominator of which
is the Value of the related Mortgaged Property.

                  "Master Servicer": As of the Closing Date, Wells Fargo Bank
Minnesota, National Association and thereafter, its respective successors in
interest who meet the qualifications of the Master Servicer under this Agreement
and any required qualifications of the Servicer under the Servicing Agreement.
The Master Servicer and the Trust Administrator shall at all times be the same
Person.
                  "Master Servicer Certification": A written certification,
substantially in the form attached hereto as Exhibit N-2, covering servicing of
the Mortgage Loans by the Servicer and signed by an officer of the Master
Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended from
time to time, and (ii) the February 21, 2003 Statement by the Staff of the
Division of Corporation Finance of the Securities and Exchange Commission
Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and
15d-14, as in effect from time to time; provided that if, after the Closing Date
(a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Statement referred to in
clause (ii) is modified or superceded by any subsequent statement, rule or
regulation of the Securities and Exchange Commission or any statement of a
division thereof, or (c) any future releases, rules and regulations are
published by the Securities and Exchange Commission from time to time pursuant
to the Sarbanes-Oxley Act of 2002, which in any such case affects the form or
substance of the required certification and results in the required
certification being, in the reasonable judgment of the Master Servicer,
materially more onerous than the form of the required certification as of the
Closing Date, the Master Servicer Certification shall be as agreed to by the
Master Servicer and the Depositor following a negotiation in good faith to
determine how to comply with any such new requirements.

                  "Master Servicer Collection Account": The trust account or
accounts created and maintained pursuant to Section 3.20, which shall be
entitled "Wells Fargo Bank Minnesota, National Association as Master Servicer,
for Wachovia Bank, National Association as trustee, in trust for the registered
holders of Salomon Brothers Mortgage Securities VII, Inc., Citigroup Mortgage
Loan Trust 2003-HYB1, Mortgage Pass-Through Certificates, Series 2003-HYB1 --
Master Servicer Collection Account," and which shall be an Eligible Account.



                                      -14-

<PAGE>



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

                  "Master Servicing Compensation": The meaning specified in
Section 3.14.

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

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

                  "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 or any state law providing for similar relief, (b) except as provided
in the Servicing Agreement, without giving effect to any extension granted or
agreed to by the Servicer pursuant to the Servicing Agreement and (c) except as
provided in the Servicing Agreement, 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 lien on, or first 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) of this Agreement, 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 Purchase Agreement": The agreement between the
Mortgage Loan Seller and the Depositor regarding the transfer of the Mortgage
Loans by the Mortgage Loan Seller to or at the direction of the Depositor,
substantially in the form of Exhibit D annexed hereto.

                  "Mortgage Loan Remittance Rate": With respect to each Mortgage
Loan, the annual rate at which interest remitted by the Servicer to the Master
Servicer is calculated, which shall be equal to the Mortgage Rate minus (i) the
Servicing Fee Rate and (ii) with respect to LPMI Loans (as defined in the
Servicing Agreement), the LPMI Fee (as defined in the Servicing Agreement).

                  "Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in the Trust Fund on such date and certain characteristics
thereof, attached hereto as Schedule 1. The


                                      -15-

<PAGE>



Mortgage Loan Schedule shall be amended from time to time by the Trust
Administrator (or by the Custodian on its behalf) in accordance with the
provisions of this Agreement.

                  "Mortgage Loan Seller": Citigroup Global Markets Realty Corp.
or its successor in
interest, in its capacity as seller under the Mortgage Loan Purchase Agreement.

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

                  "Mortgage Pool": The pool of Mortgage Loans, identified on
Schedule 1 from time to time, and any REO Properties acquired in respect
thereof.

                  "Mortgage Rate": 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, without regard to any reduction thereof as a result of a
Debt Service Reduction or operation of the Relief Act or any state law providing
for similar relief. 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 an Estate in Real
Property improved by a Residential Dwelling.

                  "Mortgagor": The obligor on a Mortgage Note.

                  "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 sum of the Servicing Fee Rate and the Administration Fee Rate.

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

                  "Nonrecoverable P&I Advance": Any P&I 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 Servicer or Master Servicer, as
applicable, will not or, in the case of a proposed P&I Advance, would not be
ultimately recoverable from related late payments, Insurance Proceeds or
Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

                  "Non-United States Person": Any Person other than a United
States Person.

                  "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 Mortgage Loan Seller or the
Depositor, as applicable; with respect to the Master Servicer, any officer who
is


                                      -16-

<PAGE>



authorized to act for the Master Servicer in matters relating to this Agreement,
and whose action is binding upon the Master Servicer.

                  "Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Mortgage Loan Seller, the
Servicer, the Depositor or the Master Servicer, reasonably acceptable to the
Trustee, if such opinion is delivered to the Trustee, or reasonably acceptable
to the Trust Administrator, if such opinion is delivered to the Trust
Administrator, except that any opinion of counsel relating to (a) the
qualification of any REMIC as a REMIC or (b) compliance with the REMIC
Provisions must be an opinion of Independent counsel.

                  "Original Mortgage Loan": Any Mortgage Loan included in the
Mortgage Pool as of the Closing Date.

                  "Originator": National City Mortgage Co., or its successor in
interest, in its capacity as seller under the Servicing Agreement.

                  "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 any Distribution Date and
each Class of Certificates (other than the Residual Certificates), and with
respect to the first Distribution Date and the Residual Certificates, the
Weighted Average Net Mortgage Rate of the Mortgage Loans.

                  "Percentage Interest": With respect to any Class of
Certificates, the portion of the respective Class evidenced by such Certificate,
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 initial aggregate Certificate Principal Balance of all of the
Certificates of such Class. The Book-Entry Certificates are issuable only in
Percentage Interests corresponding to initial Certificate Principal Balances of
$25,000 and integral multiples of $1.00 in excess thereof. The Private
Certificates are issuable only in Percentage Interests corresponding to the
initial Certificate Principal Balances or Notional Amounts of $100,000 and
integral multiples of $1,000 in excess thereof; PROVIDED, HOWEVER, that a single
Certificate of each such Class of Certificates may be issued having a Percentage
Interest corresponding to the remainder of the aggregate initial Certificate
Principal Balance of such Class or to an otherwise authorized denomination for
such Class plus such remainder. The Residual Certificates are issuable only in
Percentage Interests of 20% and multiples thereof.

                  "Periodic Rate Cap": With respect to each 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


                                      -17-

<PAGE>



Depositor, the Servicer, the Master Servicer, the Trustee, the Trust
Administrator or any of their respective Affiliates or for which an Affiliate of
the Trustee or the Trust Administrator 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) demand and time deposits in, certificates of deposit of,
         or bankers' acceptances (which shall each have an original maturity of
         not more than 90 days and, in the case of bankers' acceptances, shall
         in no event have an original maturity of more than 365 days or a
         remaining maturity of more than 30 days) denominated in United States
         dollars and issued by, any Depository Institution;

                  (iii) repurchase obligations with respect to any security
         described in clause (i) above entered into with a Depository
         Institution (acting as principal);

                  (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 each
         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 each Rating Agency in its highest
         short-term unsecured debt rating available at the time of such
         investment;

                  (vi) units of money market funds, including money market funds
         managed or advised by the Trust Administrator or an Affiliate thereof,
         that have been rated "Aaa" by Moody's and "AAA" by S & P; and

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

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

                  "Permitted Transferee": Any Transferee of a Residual
Certificate other than a Disqualified Organization or Non-United States Person.



                                      -18-

<PAGE>



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

                  "P&I Advance": With respect to any Distribution Date, as to
any Mortgage Loan or REO Property, any advance made by the Servicer in respect
of Monthly Payments due during the related Due Period pursuant to the Servicing
Agreement or by the Master Servicer (in its capacity as successor Servicer) or
any other successor Servicer pursuant to Section 4.03.

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

                  "Prepayment Assumption": A prepayment rate for the Mortgage
Loans of 25% CPR. The Prepayment Assumption is used solely for determining the
accrual of original issue discount on the Certificates for federal income tax
purposes. A CPR (or Constant Prepayment Rate) represents an annualized constant
assumed rate of prepayment each month of a pool of mortgage loans relative to
its outstanding principal balance for the life of such pool.

                  "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a Principal
Prepayment in full or in part during the related Prepayment Period, 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 calendar month preceding the month in which such Distribution Date occurs.

                  "Primary Mortgage Insurance Policy": Each primary policy of
mortgage guaranty insurance in effect as represented in the Mortgage Loan
Purchase Agreement and as so indicated on the Mortgage Loan Schedule, or any
replacement policy therefor obtained by the Servicer or any Sub-Servicer
pursuant to the Servicing Agreement.

                  "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.

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

                  "Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03 or
Section 9.01, an amount equal to the sum of (i)(a) 100% of the Stated Principal
Balance of such Mortgage Loan (b) interest on such Stated Principal Balance at
the Mortgage Loan Remittance Rate from the date on which interest has last been
paid and remitted to the Master Servicer to the last day of the month in which
such repurchase occurs, less amounts received or advanced in respect of such
repurchased Mortgage Loan which are


                                      -19-

<PAGE>



being held in the Custodial Account for distribution in the month of repurchase
and (ii) any costs and damages (if any) incurred by the Trust Fund in connection
with any violation of such Mortgage Loan of any predatory or abusive lending
laws.

                  "Qualified Insurer": Any insurer which meets the requirements
of Fannie Mae and Freddie Mac.

                  "Qualified Substitute Mortgage Loan": A mortgage loan eligible
to be substituted by the Company for a Deleted Mortgage Loan which must, on the
date of such substitution, (i) have an outstanding principal balance, after
deduction of all scheduled payments due in the month of substitution (or in the
case of a substitution of more than one mortgage loan for a Deleted Mortgage
Loan, an aggregate principal balance), not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) have a Mortgage Loan Remittance Rate
not less than and not more than 2% greater than the Mortgage Loan Remittance
Rate of the Deleted Mortgage Loan; (iii) have a remaining term to maturity not
greater than and not more than one year less than that of the Deleted Mortgage
Loan; and (iv) comply with each representation and warranty made by the Servicer
under the Servicing Agreement.

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

                  "Realized Loss": With respect to each Mortgage Loan or REO
Property as to which a Final Recovery Determination has been made, (a) a
Bankruptcy Loss, Fraud Loss or Special Hazard Loss or (b) with respect to any
defaulted Mortgage Loan that is finally liquidated through foreclosure sale,
disposition of the related Mortgaged Property (if acquired on behalf of the
Certificateholders by foreclosure or deed in lieu of foreclosure) or otherwise,
is the amount of loss realized, if any, equal to the portion of the Stated
Principal Balance remaining unpaid, plus interest thereon through the last day
of the month in which such Mortgage Loan was finally liquidated, after
application of all Liquidation Proceeds (net of amounts reimbursable therefrom
to the Servicer pursuant to the Servicing Agreement for P&I Advances, servicing
advances and other related expenses, including attorney's fees or to the Master
Servicer hereunder) in respect of such Mortgage Loan.

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

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



                                      -20-

<PAGE>



                  "Record Date": With respect to each Distribution Date and
Certificate, the last Business Day of the month immediately preceding the month
in which such Distribution Date occurs.

                  "Regular Certificate": Any Certificate (other than a Residual
Certificate).

                  "Regular Interest": A "regular interest" in a REMIC within the
meaning of Section 860G(a)(1) of the Code.

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

                  "Relief Act Interest Shortfall": With respect to any
Distribution Date and any Mortgage Loan, any reduction in the amount of interest
collectible on such Mortgage Loan for the most recently ended calendar month as
a result of the application of the Relief Act or any state law providing for
similar relief.

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

                  "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made, consisting of: (i) 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 under all insurance
policies required to be maintained pursuant to this Agreement or the Servicing
Agreement and any proceeds thereof; (iv) the Depositor's rights under the
Mortgage Loan Purchase Agreement (including any security interests created
thereby); (v) the rights of the Trustee under the Servicing Agreement and the
AAR Agreement relating thereto and (v) the Custodial Account, the Master
Servicer Collection Account and the Distribution Account and such assets that
are deposited therein from time to time and any investments thereof, together
with any and all income, proceeds and payments with respect thereto.
Notwithstanding the foregoing, however, REMIC I specifically excludes all
payments and other collections of principal and interest due on the Mortgage
Loans on or before the Cut-off Date.

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

                  "Rents from Real Property": With respect to any REO Property,
gross income of the character described in Section 856(d) of the Code as being
included in the term "rents from real property."

                  "REO Disposition": The sale or other disposition of an REO
Property on behalf of REMIC I.



                                      -21-

<PAGE>



                  "REO Imputed Interest": As to any REO Property, for any
calendar month during which such REO Property was at any time part of REMIC I,
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 of the Mortgage Loans and REO Properties pursuant to Section
9.01 that is allocable to such REO Property) or otherwise, net of any portion of
such amounts (i) payable pursuant to the Servicing Agreement in respect of the
proper operation, management and maintenance of such REO Property or (ii)
payable or reimbursable to the Servicer for unpaid Servicing Fees in respect of
the related Mortgage Loan and unreimbursed Servicing Advances and P&I 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 Servicer
on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure.

                  "Request for Release": A request for release in such
electronic or other format as shall be mutually agreeable by the Trust
Administrator and the Servicer, in substantially the form of Exhibit E attached
hereto.

                  "Residential Dwelling": Any one of the following: (i) an
attached or 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, or (iv) a detached one-family dwelling in a planned unit development,
none of which is a co-operative, mobile or manufactured home (as defined in 42
United States Code, Section 5402(6)).

                  "Residual Certificate": Any one of 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.

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



                                      -22-

<PAGE>



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

                  "Scheduled Principal Balance": With respect to any Mortgage
Loan: (a) as of the Cut- off Date, the outstanding principal balance of such
Mortgage Loan as of such date, net of the principal portion of all unpaid
Monthly Payments, if any, due on or before such date; (b) as of any Due Date
subsequent to the Cut-off Date up to and including the Due Date in the calendar
month in which a Liquidation Event occurs with respect to such Mortgage Loan,
the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date,
minus the sum of (i) the principal portion of each Monthly Payment due on or
before such Due Date but subsequent to the Cut-off Date, whether or not
received, (ii) all Principal Prepayments received before such Due Date but after
the Cut-off Date, (iii) the principal portion of all Liquidation Proceeds and
Insurance Proceeds received before such Due Date but after the Cut-off Date, net
of any portion thereof that represents principal due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) on a Due
Date occurring on or before the date on which such proceeds were received and
(iv) any Realized Loss incurred with respect thereto as a result of a Deficient
Valuation occurring before such Due Date, but only to the extent such Realized
Loss represents a reduction in the portion of principal of such Mortgage Loan
not yet due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of
any Due Date subsequent to the date of its acquisition on behalf of the Trust
Fund up to and including the Due Date in the calendar month in which a
Liquidation Event occurs with respect to such REO Property, an amount (not less
than zero) equal to the Scheduled Principal Balance of the related Mortgage Loan
as of the Due Date in the calendar month in which such REO Property was
acquired, minus the aggregate amount of REO Principal Amortization, if any, in
respect of such REO Property for all previously ended calendar months; and (b)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such REO Property, zero.

                  "Senior Percentage": With respect to any Distribution Date and
the Class A Certificates, the lesser of (a) 100% and (b) a fraction, expressed
as a percentage, the numerator of which is the aggregate Certificate Principal
Balance of the Class A Certificates and the Residual Certificates immediately
prior to such Distribution Date and the denominator of which is the sum of (i)
the aggregate of the Scheduled Principal Balances of the Mortgage Loans and (ii)
the aggregate of the Scheduled Principal Balances of the REO Properties
immediately prior to such Distribution Date.

                  "Senior Prepayment Percentage": With respect to any
Distribution Date and within the range indicated below, the percentage as
indicated below:

<TABLE>
<CAPTION>

              Distribution Date                                      Senior Prepayment Percentage
              -----------------                                      ----------------------------
<S>                                              <C>
October 2003 through September 2008              100%
October 2008 through September 2009              Senior Percentage plus 70% of the Subordinate Percentage
October 2009 through September 2010              Senior Percentage plus 60% of the Subordinate Percentage
October 2010 through September 2011              Senior Percentage plus 40% of the Subordinate Percentage



-23-

<PAGE>




October 2011 through September 2012              Senior Percentage plus 20% of the Subordinate Percentage
October 2012 and thereafter                      Senior Percentage
</TABLE>

                  Notwithstanding the foregoing, (i) on any Distribution Date on
which the Senior Percentage exceeds the initial Senior Percentage, the Senior
Prepayment Percentage shall be 100%, (ii) if, on any Distribution Date prior to
the Distribution Date in October 2006, the Subordinate Percentage for such
Distribution Date is greater than or equal to twice the Subordinate Percentage
for the Closing Date, the Senior Prepayment Percentage for such Distribution
Date will equal the Senior Percentage for such Distribution Date plus 50% of the
Subordinate Percentage and (iii) if, on any Distribution Date on or after the
Distribution Date in October 2006, the Subordinate Percentage for such
Distribution Date is greater than or equal to twice the Subordinate Percentage
for the Closing Date, the Senior Prepayment Percentage for such Distribution
Date will equal the Senior Percentage for such Distribution Date.

                  No reduction to the Senior Prepayment Percentage described
above shall be made as of any Distribution Date, however, unless (i) the
outstanding principal balance of the Mortgage Loans delinquent 60 days or more
(including REO Properties and Mortgage Loans in foreclosure) averaged over the
last six months does not exceed 50% of the sum of the then current Certificate
Principal Balances of the Subordinate Certificates and (ii) Realized Losses on
the Mortgage Loans to date are less than the then applicable Trigger Amount.

                  Notwithstanding any of the foregoing, upon a reduction of the
Certificate Principal Balances of the Senior Certificates to zero, the Senior
Prepayment Percentage will equal 0%.

                  "Senior Principal Distribution Amount": For any Distribution
Date and the Class A Certificates, an amount equal to the sum of:

                  (a) the product of (x) the then-applicable Senior Percentage
and (y) the sum of the following:

                           (i) the aggregate of the principal portions of all
                  Monthly Payments due during the related Due Period in respect
                  of the Mortgage Loans whether or not received;

                           (ii) the principal portion of all Insurance Proceeds
                  and Liquidation Proceeds (other than amounts described in
                  clause (c) below) received in respect of the Mortgage Loans
                  during the related Prepayment Period (other than any Mortgage
                  Loan that was purchased, repurchased, sold or replaced
                  pursuant to or as contemplated by Section 2.03 or Section 9.01
                  during the related Prepayment Period), net of any portion
                  thereof that represents a recovery of principal for which an
                  advance was made by the Servicer pursuant to the Servicing
                  Agreement in respect of a preceding Distribution Date;

                           (iii) the Stated Principal Balance (calculated
                  immediately prior to such Distribution Date) of each Mortgage
                  Loan that was purchased, repurchased, sold or


                                      -24-

<PAGE>



                  replaced pursuant to or as contemplated by Section 2.03 or
                  Section 9.01 during the related Prepayment Period;

                           (iv) all REO Principal Amortization collected in
                  respect of any REO Property in respect of a related Mortgage
                  Loan during the related Prepayment Period; and

                           (v) in connection with the substitution of one or
                  more Qualified Substitute Mortgage Loans for one or more
                  Deleted Mortgage Loans pursuant to Section 2.03 during the
                  related Prepayment Period, the excess, if any, of (A) the
                  aggregate of the Stated Principal Balances (calculated as of
                  the respective dates of substitution) of such Deleted Mortgage
                  Loans, net of the aggregate of the principal portions of the
                  Monthly Payments due during the related Prepayment Period (to
                  the extent received from the related Mortgagor or advanced by
                  the Servicer and distributed pursuant to Section 4.01 on the
                  Distribution Date in the related Prepayment Period) in respect
                  of each such Deleted Mortgage Loan that was replaced prior to
                  the Distribution Date in the related Prepayment Period, over
                  (B) the aggregate of the Stated Principal Balances (calculated
                  as of the respective dates of substitution) of such Qualified
                  Substitute Mortgage Loans;

                  (b) the product of (x) the then-applicable related Senior
Prepayment Percentage and (y) all Principal Prepayments received in respect of
the Mortgage Loans during the related Prepayment Period;

                  (c) with respect to any Mortgage Loan which was the subject of
a Final Recovery Determination in the related Prepayment Period, the least of
(a) the then-applicable related Senior Prepayment Percentage of the net
Liquidation Proceeds and Insurance Proceeds allocable to principal in respect of
such Mortgage Loan, (b) the then-applicable related Senior Percentage of the
Scheduled Principal Balance of the such Mortgage Loan at the time of such Final
Recovery Determination; and (c) the principal portion of all amounts collected
in connection with such a Final Recovery Determination; and

                  (d) in the case of any Distribution Date subsequent to the
initial Distribution Date, an amount equal to the excess, if any, of the Senior
Principal Distribution Amount for the immediately preceding Distribution Date
over the aggregate distributions of principal made in respect of the Class A
Certificates on such immediately preceding Distribution Date (or in respect of
the Class A Certificates and the Residual Certificates on the first Distribution
Date if the first Distribution Date is such immediately preceding Distribution
Date) pursuant to Section 4.01 to the extent that any such amounts are not
attributable to Realized Losses which were allocated to the Subordinate
Certificates pursuant to Section 4.04.

                  "Servicer": National City Mortgage Co., or its successor in
interest, in its capacity as servicer under the Servicing Agreement.

                  "Servicing Advances": All customary, reasonable and necessary
"out of pocket" costs and expenses other than P&I Advances (including reasonable
attorneys' fees and disbursements)


                                      -25-

<PAGE>



incurred in the performance by the Servicer of its servicing obligations,
including, but not limited to, the cost of (a) the preservation, restoration and
protection of the Mortgaged Property, (b) any enforcement or judicial
proceedings, including foreclosures, (c) the management and liquidation of any
REO Property and (d) compliance with the obligations under Section 4.08 of the
Servicing Agreement. If the Master Servicer (or another successor Servicer)
succeeds as Servicer, it shall not be required to make any Servicing Advance in
respect of a Mortgage Loan or REO Property that, in the good faith business
judgment of the Master Servicer (or other successor Servicer), would not be
ultimately recoverable from related Late Collections, Insurance Proceeds or
Liquidation Proceeds on such Mortgage Loan or REO Property.

                  "Servicing Agreement": The servicing agreement attached hereto
as Exhibit B entitled Master Seller's Warranties and Servicing Agreement, dated
as of September 1, 2003, between National City Mortgage Co., as seller and
servicer, and the Trustee (as successor to the Mortgage Loan Seller pursuant to
the AAR Agreement), as purchaser, as such servicing agreement has been assigned
and modified pursuant to the AAR Agreement.

                  "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 applicable 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": 0.25% per annum

                  "Servicing Officer": With respect to the Servicer, any officer
of the Servicer involved in or responsible for, the administration and servicing
of the Mortgage Loans whose name appears on a list of servicing officers
furnished by the Servicer to the Master Servicer, the Trust Administrator and
the Trustee upon request, as such list may from time to time be amended. With
respect to the Master Servicer, any officer of the Master Servicer involved in
or responsible for, the administration and master servicing of the Mortgage
Loans whose name appears on a list of servicing officers furnished by the Master
Servicer to the Trust Administrator and the Trustee upon request, as such list
may from time to time be amended.

                  "Single Certificate": With respect to any Class of
Certificates (other than the Residual Certificates), a hypothetical Certificate
of such Class evidencing a Percentage Interest for such Class corresponding to
an initial Certificate Principal Balance or Notional Amount of $1,000. With
respect to the Residual Certificates, a hypothetical Certificate of such Class
evidencing a 20% Percentage Interest in such Class.

                  "Special Hazard Amount": Initially, an amount equal to
$4,803,422 (which is equal to the greatest of (i) the product of 1.00%
multiplied by the outstanding principal balance of the Mortgage Loans as of the
Cut-off Date, (ii) the aggregate outstanding principal balance as of the Cut-
off Date of the Mortgage Loans secured by Mortgaged Properties located in the
same zip code area in the State of California and (iii) twice the aggregate
outstanding principal balance as of the Cut-off


                                      -26-

<PAGE>



Date of the largest Mortgage Loan). As of each anniversary of the Cut-off Date,
an amount equal to the lesser of (a) the Special Hazard Amount as of the
immediately preceding anniversary of the Cut-off Date minus the aggregate amount
of Special Hazard Losses allocated solely to the Subordinate Certificates in
accordance with Section 4.04 since such immediately preceding anniversary and
(b) the Adjustment Amount (as defined below) as most recently calculated. For
each anniversary of the Cut-off Date, the Adjustment Amount shall be equal to
the greatest of (i) the product of 1.00% multiplied by the outstanding principal
balance of the Mortgage Loans on the Distribution Date immediately preceding
such anniversary, (ii) the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of the Mortgage Loans secured by
Mortgaged Properties located in the same zip code area in the State of
California and (iii) twice the aggregate outstanding principal balance (as of
the immediately preceding Distribution Date) of the largest Mortgage Loan. After
the Certificate Principal Balances of the Subordinate Certificates are reduced
to zero, the Special Hazard Amount will be zero.

                  "Special Hazard Loss": Any Realized Loss or portion thereof
not in excess of the lesser of the cost of repair or replacement of a Mortgaged
Property suffered by such Mortgaged Property by reason of damage caused by
certain hazards (including earthquakes, mudflows, and, to a limited extent,
floods) not insured against under the hazard insurance policies or fire or flood
insurance policies required to be maintained in respect of such Mortgaged
Property pursuant to the Servicing Agreement, or by reason of the application of
any co-insurance provision. Special Hazard Losses shall not include any
Extraordinary Loss or any of the following:

                  (i) wear and tear, deterioration, rust or corrosion, mold, wet
         or dry rot; inherent vice or latent defect; animals, birds, vermin,
         insects;

                  (ii) smog, smoke, vapor, liquid or dust discharge from
         agricultural or industrial operations; pollution; contamination;

                  (iii) settling, subsidence, cracking, shrinkage, bulging or
         expansion of pavements, foundations, walls, floors, roofs or ceilings;
         and

                  (iv) errors in design, faulty workmanship or faulty materials,
         unless the collapse of the property or a part thereof ensues and then
         only for the ensuing loss.

                  "Startup Day": With respect to REMIC I, the day designated as
such pursuant to Section 10.01(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 Scheduled 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 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 applied


                                      -27-

<PAGE>



by the Servicer as recoveries of principal, 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 Prepayment 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 sum of (I) if such REO
Property was acquired before the Distribution Date in any calendar month, the
principal portion of the Monthly Payment due on the Due Date in the calendar
month of acquisition, to the extent advanced by the Servicer and distributed
pursuant to Section 4.01 on or before such date of determination, to the extent
distributed pursuant to Section 4.01 on or before such date of determination,
and (II) 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.

                  "Subordinate Certificates": Any Class B-1 Certificate, Class
B-2 Certificate, Class B-3 Certificate, Class B-4 Certificate, Class B-5
Certificate or Class B-6 Certificate.

                  "Subordinate Percentage": With respect to the Subordinate
Certificates and any Distribution Date, a percentage equal to 100% minus the
Senior Percentage.

                  "Subordinate Prepayment Percentage": With respect to the
Subordinate Certificates and any Distribution Date, 100% minus the Senior
Prepayment Percentage for such Distribution Date.

                  "Subordinate Principal Distribution Amount": For any
Distribution Date, an amount equal to the sum of:

                  (a) the product of (x) the then-applicable Subordinate
Percentage and (y) the sum of the following:

                           (i) the aggregate of the principal portions of all
                  Monthly Payments due during the related Due Period in respect
                  of the Mortgage Loans whether or not received;

                           (ii) the principal portion of all Insurance Proceeds
                  and Liquidation Proceeds (other than amounts described in
                  clause (c) below) received in respect of the Mortgage Loans
                  during the related Prepayment Period (other than any such
                  Mortgage Loan that was purchased, repurchased, sold or
                  replaced pursuant to or as contemplated by Section 2.03 or
                  Section 9.01 during the related Prepayment Period), net of any
                  portion thereof that represents a recovery of principal for
                  which an advance


                                      -28-

<PAGE>



                  was made by the Servicer pursuant to the Servicing Agreement
                  in respect of a preceding Distribution Date;

                           (iii) the Stated Principal Balance (calculated
                  immediately prior to such Distribution Date) of each Mortgage
                  Loan that was purchased, repurchased, sold or replaced
                  pursuant to or as contemplated by Section 2.03 or Section 9.01
                  during the related Prepayment Period;

                           (iv) all REO Principal Amortization collected in
                  respect of any REO Property during the related Prepayment
                  Period; and

                           (v) in connection with the substitution of one or
                  more Qualified Substitute Mortgage Loans for one or more
                  Deleted Mortgage Loans pursuant to Section 2.03 during the
                  related Prepayment Period, the excess, if any, of (A) the
                  aggregate of the Stated Principal Balances (calculated as of
                  the respective dates of substitution) of such Deleted Mortgage
                  Loans, net of the aggregate of the principal portions of the
                  Monthly Payments due during the related Prepayment Period (to
                  the extent received from the related Mortgagor or advanced by
                  the Servicer and distributed pursuant to Section 4.01 on the
                  Distribution Date in the related Prepayment Period) in respect
                  of each such Deleted Mortgage Loan that was replaced prior to
                  the Distribution Date in the related Prepayment Period, over
                  (B) the aggregate of the Stated Principal Balances (calculated
                  as of the respective dates of substitution) of such Qualified
                  Substitute Mortgage Loans;

                  (b) the product of (x) the Subordinate Prepayment Percentage
and (y) all Principal Prepayments received in respect of the Mortgage Loans
during the related Prepayment Period;

                  (c) with respect to any related Mortgage Loans which were the
subject of a Final Recovery Determination in the related Prepayment Period, the
amount, if any, by which the net Liquidation Proceeds and Insurance Proceeds
allocable to principal in respect of such Mortgage Loans exceed the amount
distributable to the Class A Certificates pursuant to clause (c) of the
definition of "Senior Principal Distribution Amount"; and

                  (d) in the case of any Distribution Date subsequent to the
initial Distribution Date, an amount equal to the excess, if any, of the
Subordinate Principal Distribution Amount for the immediately preceding
Distribution Date, over the aggregate distributions of principal made in respect
of the Subordinate Certificates on such immediately preceding Distribution Date
pursuant to Section 4.01 to the extent that any such amounts are not
attributable to Realized Losses that were allocated to the Subordinate
Certificates pursuant to Section 4.04.

                  "Sub-Servicer": Any Person with which the Servicer has entered
into a Sub-Servicing Agreement meeting the requirements set forth in the
Servicing Agreement.

                  "Sub-Servicing Agreement": The written contract between the
Servicer and a Sub- Servicer relating to servicing and administration of certain
Mortgage Loans meeting the requirements set forth in the Servicing Agreement.


                                      -29-

<PAGE>



                  "Substitution Shortfall Amount": As defined in Section 2.03.

                  "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 REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of REMIC I due to its classification as a REMIC under the
REMIC Provisions, 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 9.01.

                  "Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.

                  "Transferee": Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.

                  "Transferor": Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.

                  "Trigger Amount": With respect to any Class of Class A
Certificates and any Distribution Date, the Trigger Amount occurring after the
first five years will be as follows: for any Distribution Date during the sixth
year after the Closing Date, 30% of the initial sum of the Certificate Principal
Balances of the Subordinate Certificates; for any Distribution Date during the
seventh year after the Closing Date, 35% of the initial sum of the Certificate
Principal Balances of the Subordinate Certificates; for any Distribution Date
during the eighth year after the Closing Date, 40% of the initial sum of the
Certificate Principal Balances of the Subordinate Certificates; for any
Distribution Date during the ninth year after the Closing Date, 45% of the
initial sum of the Certificate Principal Balances of the Subordinate
Certificates; and for any Distribution Date during the tenth year (or any year
thereafter) after the Closing Date, 50% of the initial sum of the Certificate
Principal Balances of the Subordinate Certificates.

                  "Trust Administrator": Wells Fargo Bank Minnesota, National
Association, or its successor in interest, or any successor trust administrator
appointed as herein provided.

                  "Trust Fund": Collectively, all of the assets of REMIC I.

                  "Trust REMIC":  REMIC I.

                  "Trustee": Wachovia Bank, National Association, or its
successor in interest, or any successor trustee appointed as herein provided.



                                      -30-

<PAGE>



                  "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 the
Servicing Agreement.

                  "United States Person": A citizen or resident of the United
States, a corporation, partnership or other entity 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
regulations); provided that, for purposes solely of the restrictions on the
transfer of the Class R 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 whose income is
subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States Persons have the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a
trust treated as owned by the grantor under subpart E of part I of subchapter J
of chapter 1 of the Code), and which was treated as a United States person on
August 20, 1996 may elect to continue to be treated as a United States person
notwithstanding the previous sentence. The term "United States" shall have the
meaning set forth in Section 7701 of the Code.

                  "Value": With respect to any Mortgaged Property, the lesser of
(a) the appraised value of the Mortgaged Property obtained in connection with
the origination of the related Mortgage Loan and (b) if the related Mortgage
Loan was made to finance the acquisition of the related Mortgaged Property, the
purchase price of the Mortgaged Property.

                  "Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, (i) 99% of all of the Voting Rights shall be allocated
to the Regular Certificates, in proportion to their then outstanding Certificate
Principal Balances and (ii) 1% of all Voting Rights will be allocated among the
holders of the Residual Certificates, in proportion to their Percentage
Interests in each such Class. All Voting Rights allocated to any Class of
Certificates shall be allocated among such Certificates PRO RATA in accordance
with the respective Percentage Interests evidenced thereby.

                  "Weighted Average Pass-Through Rate": With respect to any
Distribution Date and the related Interest Accrual Period, and with respect to
the Mortgage Loans in the Trust Fund as of the last day of the related
Prepayment Period, the weighted average of the Net Mortgage Rates of such
Mortgage Loans as of the Due Date in the month preceding the month of such
Distribution Date after giving effect to Monthly Payments due for that Due Date,
whether or not received.

                  SECTION 1.02. Allocation of Certain Interest Shortfalls.

                  The aggregate amount of any Prepayment Interest Shortfalls (to
the extent not covered by Compensating Interest payments by the Servicer or the
Master Servicer) and any Relief Act Interest Shortfalls incurred in respect of
the Mortgage Loans for any Distribution Date shall be


                                      -31-

<PAGE>



allocated among the Certificates, PRO RATA in accordance with, and to the extent
of, one month's interest at the Pass-Through Rate on the respective Certificate
Principal Balances of such Certificates immediately prior to such Distribution
Date.



                                      -32-

<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 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 the Mortgage Loans
identified on the Mortgage Loan Schedule, the rights of the Depositor under the
Mortgage Loan Purchase Agreement and the Servicing Agreement, and all other
assets included or to be included in REMIC I. Such assignment includes all
interest and principal received by the Depositor or the Servicer on or with
respect to the Mortgage Loans (other than payments of principal and interest due
on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith
delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement
and an executed copy of the Servicing Agreement.

                  In connection with such transfer and assignment, the Depositor
does hereby deliver to, and deposit with, the Trust Administrator, the documents
and instruments with respect to each Mortgage Loan so transferred and assigned
which are designated the "Mortgage Loan Documents" under the Servicing Agreement
and which are listed on Exhibit C-1 to the Servicing Agreement (a "Mortgage
File").

                  With respect to each Mortgage Note and Assignment endorsed in
blank as of the Closing Date, within ninety (90) days of the Closing Date the
Depositor shall cause such endorsements to be completed in the following form:
"Pay to the order of Wachovia Bank, National Association, as Trustee, without
recourse."

                  Notwithstanding the foregoing, with respect to each Mortgage
File, the parties hereto acknowledge that on the Closing Date, the Depositor
will deliver to, and deposit with, the Trust Administrator, the Mortgage Note
and will deliver the remaining contents of each Mortgage File within 60 days
following the Closing Date.

                  In instances where an original recorded Mortgage, power of
attorney or any assumption, modification, consolidation or extension agreement
cannot be delivered by the Depositor to the Trust Administrator within 60 days
following the Closing Date, due to a delay in connection with the recording of
such Mortgage, power of attorney or assumption, modification, consolidation or
extension agreement, the Depositor may, in lieu of delivering such original
recorded Mortgage, power of attorney or assumption, modification, consolidation
or extension agreement referred to in Exhibit C-1 to the Servicing Agreement,
deliver or cause to be delivered to the Trust Administrator a copy thereof,
provided that the Depositor or the Originator certifies that the original
Mortgage, power of attorney, assumption, modification, consolidation or
extension agreement has been delivered for recordation. In instances where an
original recorded Mortgage or power of attorney has been lost or misplaced, the
Depositor may deliver or cause to be delivered, in lieu of such Mortgage or
power of attorney, a copy of such Mortgage or power of attorney bearing


                                      -33-

<PAGE>



recordation information and certified as true and correct by the office in which
recordation thereof was made. In instances where an Assignment in recordable
form cannot be delivered by the Depositor to the Trust Administrator within 60
days following the Closing Date, due to a delay in connection with the recording
of the Mortgage, the Depositor may, in lieu of delivering the completed
Assignment in recordable form referred to in clause (e) of Exhibit C-1 to the
Servicing Agreement to the Trust Administrator, deliver or cause to be delivered
such Assignment to the Trust Administrator completed except for recording
information. In all such instances, the Depositor will deliver or cause to be
delivered the original recorded Mortgage or power of attorney and completed
Assignment (if applicable) to the Trust Administrator promptly upon receipt of
such Mortgage or power of attorney.

                  The Trustee shall enforce the obligations of the Originator
under the Servicing Agreement to cause all Assignments referred to in clause (e)
of Exhibit C-1 to the Servicing Agreement and, to the extent necessary, in
clause (e) of Exhibit C-1 to the Servicing Agreement to be recorded. In the
event that the Trustee has actual knowledge or has received written notice that
any such Assignment is lost or returned unrecorded because of a defect therein,
the Trustee shall cause the Originator 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. If the Master Servicer or the Trust
Administrator has actual knowledge or has received written notice that any such
Assignment is lost or returned unrecorded because of a defect therein, the
Master Servicer or the Trust Administrator, as the case may be, shall give
prompt written notice thereof to the Trustee.

                  Notwithstanding the foregoing, for administrative convenience
and facilitation of servicing and to reduce costs, the Assignments shall not be
required to be submitted for recording (except with respect to any Mortgage
Loans located in Florida and Maryland) unless such failure to record would
result in a withdrawal or a downgrading by any Rating Agency of the rating on
any Class of Certificates; provided, however, the Trustee shall enforce the
obligation of the Originator under the Servicing Agreement to submit each
Assignment for recording, at the Originator's expense, upon the Trustee's
gaining actual knowledge or written notice of the earliest to occur of: (i)
direction by Holders of Certificates entitled to at least 25% of the Voting
Rights, (ii) the occurrence of an event of default under the Servicing
Agreement, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Originator, (iv) the occurrence of a servicing transfer under
the Servicing Agreement, (v) with respect to any one Assignment the occurrence
of a foreclosure relating to the Mortgagor under the related Mortgage and (vi)
on or after the 90th day on which the payment for such Mortgage Loan was due and
payable and not received. Notwithstanding the foregoing, if the Originator fails
to pay the cost of recording the Assignments, such expense will be paid by the
Trustee and the Trustee shall be reimbursed for such expenses as Extraordinary
Trust Fund Expenses. If the Master Servicer or the Trust Administrator has
actual knowledge or has received written notice that any of the events described
in clauses (i) through (vi) above shall have occurred, the Master Servicer or
the Trust Administrator, as the case may be, shall give prompt written notice
thereof to the Trustee.

                  The Depositor shall deliver or cause to be delivered to the
Trust Administrator promptly upon receipt thereof any other original documents
constituting a part of a Mortgage File received with respect to any Mortgage
Loan, including, but not limited to, any original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan.


                                      -34-

<PAGE>



                  All original documents relating to the Mortgage Loans that are
not delivered to the Trust Administrator are and shall be held by or on behalf
of the Mortgage Loan Seller, the Servicer, the Depositor or the Master Servicer,
as the case may be, in trust for the benefit of the Trustee on behalf of the
Certificateholders. In the event that any such original document is required
pursuant to the terms of this Section to be a part of a Mortgage File, such
document shall be delivered promptly to the Trust Administrator. Any such
original document delivered to or held by the Depositor that is not required
pursuant to the terms of this Section to be a part of a Mortgage File, shall be
delivered promptly to the Servicer.

                  SECTION 2.02. Acceptance of Trust Fund by the 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 Servicer 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 C-3 hereto.

                  The Trustee agrees, for the benefit of the Certificateholders,
to review (or to cause the Custodian to review) each Mortgage File within 30
days following the Closing Date, with respect to each Mortgage Loan (or, with
respect to any document delivered after the Startup Day, within 90 days of
receipt and with respect to any Qualified Substitute Mortgage, within 90 days
after the assignment thereof). In connection with the foregoing, the Trustee
agrees, for the benefit of the Certificateholders, to certify (or cause the
Custodian to certify) to the Depositor, the Originator, the Servicer and the
Trust Administrator substantially the form attached hereto as Exhibit C-1,
within 30 days following the later of the Closing Date and the date on which the
Trustee (or such Custodian) receives the contents (other than the Mortgage
Notes) of the Mortgage Files from the Depositor, with respect to each Mortgage
Loan (or, with respect to any document delivered after the Startup Day, within
90 days of receipt and with respect to any Qualified Substitute Mortgage, within
90 days after the assignment thereof) that, as to each Mortgage Loan listed in
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
Mortgage Loan specifically identified in the exception report annexed thereto as
not being covered by such certification), (i) all documents required to be
delivered to it pursuant to Section 2.01 of this Agreement are in its
possession, (ii) such documents have been reviewed by it and have not been
mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on
its examination and only as to the foregoing, the Mortgage Loan identifying
number, the state and zip code and the original principal amount set forth in
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


                                      -35-

<PAGE>



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, the
Originator, the Servicer and the Trust Administrator a final certification in
the form annexed hereto as Exhibit C-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 defective in any
material respect, at the conclusion of its review the Trustee (or the Custodian,
as applicable) shall so notify (cause the Custodian to notify) the Depositor,
the Originator, the Servicer and the Trust Administrator. In addition, upon the
discovery by the Depositor or the 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 Originator in the Servicing Agreement
or the Mortgage Loan Seller in the Mortgage Loan Purchase Agreement in respect
of any Mortgage Loan which materially adversely affects such Mortgage Loan or
the interests of the related 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 Mortgage Loan Seller.

                  (a) Upon discovery or receipt of notice by the Depositor, the
Master Servicer, the Trust Administrator or the Trustee of any materially
defective document in, or that a document is missing from, a Mortgage File or of
the breach by the Originator or the Mortgage Loan Seller of any representation,
warranty or covenant under the Servicing Agreement or under the Mortgage Loan
Purchase Agreement, as applicable, in respect of any Mortgage Loan which
materially adversely affects the value of such Mortgage Loan or the interest
therein of the Certificateholders, the party so discovering or receiving notice
shall promptly notify the other parties to this Agreement, and the Trustee shall
thereupon shall promptly notify the Originator and the Mortgage Loan Seller of
such defect, missing document or breach and request that the Originator or the
Mortgage Loan Seller, as applicable, deliver such missing document or cure such
defect or breach within 90 days from the date the Originator or the Mortgage
Loan Seller, as applicable, was notified of such missing document,


                                      -36-

<PAGE>



defect or breach, and if the Originator or the Mortgage Loan Seller, as
applicable, does not deliver such missing document or cure such defect or breach
in all material respects during such period, the Trustee shall enforce the
obligations of the Originator or the Mortgage Loan Seller, as applicable, under
the Servicing Agreement or the Mortgage Loan Purchase Agreement, as applicable,
to repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90
days after the date on which the Originator or the Mortgage Loan Seller, as
applicable, was notified (subject to Section 2.03(e)) of such missing document,
defect or breach, if and to the extent that the Originator or the Mortgage Loan
Seller, as applicable, is obligated to do so under the Servicing Agreement or
the Mortgage Loan Purchase Agreement, as applicable. The Purchase Price for the
repurchased Mortgage Loan shall be remitted by the Originator or the Mortgage
Loan Seller, as applicable, to the Master Servicer for deposit into the Master
Servicer Collection Account, and the Trust Administrator, upon receipt of
written notice from the Master Servicer of such deposit, shall give written
notice to the Trustee that such deposit has taken place and shall release to the
Originator or the Mortgage Loan Seller, as applicable, the related Mortgage
File, and the Trustee and the Trust Administrator shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as the
Originator or the Mortgage Loan Seller, as applicable, shall furnish to it and
as shall be necessary to vest in the Originator or the Mortgage Loan Seller, as
applicable, any Mortgage Loan released pursuant hereto, and the Trustee and the
Trust Administrator shall have no further responsibility with regard to such
Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided above,
if so provided in the Servicing Agreement or the Mortgage Loan Purchase
Agreement, as applicable, the Originator or the Mortgage Loan Seller, as
applicable, may cause such Mortgage Loan to be removed from REMIC I (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). It is understood and agreed that the obligation of
the Originator or the Mortgage Loan Seller, as applicable, to cure or to
repurchase (or to substitute for) any Mortgage Loan as to which a document is
missing, a material defect in a constituent document exists or as to which such
a breach has occurred and is continuing, and in the case of the Originator the
indemnification obligations with respect to any such omission, defect or breach,
as provided in the Servicing Agreement, shall constitute the only remedies
respecting such omission, defect or breach available to the Trustee or the Trust
Administrator on behalf of the Certificateholders.

                  (b) [Reserved];

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

                  (d) Any substitution of Qualified Substitute Mortgage Loans
for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected
prior to the date which is two years after the Startup Day for REMIC I.

                  As to any Deleted Mortgage Loan for which the Originator or
the Mortgage Loan Seller, as applicable, substitutes a Qualified Substitute
Mortgage Loan or Loans, such substitution shall be effected by the Originator or
the Mortgage Loan Seller, as applicable, delivering to the


                                      -37-

<PAGE>



Trustee (or to the Custodian, as applicable), for such Qualified Substitute
Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment in blank
or 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 Shortfall
Amount (as described below), if any, in connection with such substitution. The
Trustee (or the Custodian, as applicable) shall acknowledge receipt for such
Qualified Substitute Mortgage Loan or Loans and shall thereafter, review such
documents within the time periods and in the manner specified in Section 2.02
and deliver the applicable certifications, with any applicable exceptions noted
thereon, within the time periods and in the manner specified in Section 2.02.
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
Originator or the Mortgage Loan Seller, as applicable. For the month of
substitution, distributions to Certificateholders will reflect the Monthly
Payment due on such Deleted Mortgage Loan on or before the Due Date in the month
of substitution, and the Originator or the Mortgage Loan Seller, as applicable,
shall thereafter be entitled to retain all amounts subsequently received in
respect of such Deleted Mortgage Loan. The Trust Administrator shall give or
cause to be given written notice to the Trustee and the Certificateholders that
such substitution has taken place, and the Trust Administrator shall amend or
cause the Custodian to 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, upon
receipt thereof, shall deliver a copy of such amended Mortgage Loan Schedule to
the Master Servicer. Upon such substitution, 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, the Servicing Agreement and the
Mortgage Loan Purchase Agreement, including all applicable representations and
warranties thereof included in the Servicing Agreement and the Mortgage Loan
Purchase Agreement, in each case as of the date of substitution.

                  For any month in which the Originator or the Mortgage Loan
Seller, as applicable, substitutes one or more Qualified Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Master Servicer will monitor
the obligation of the Servicer, to the extent provided in the Servicing
Agreement, to determine the amount (the "Substitution Shortfall Amount"), if
any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan,
the Scheduled Principal Balance thereof as of the date of substitution, together
with one month's interest on such Scheduled Principal Balance at the applicable
Mortgage Loan Remittance Rate. If the Servicing Agreement does not require the
Servicer to determine the Substitution Shortfall Amount, the Master Servicer,
based on information provided to it by the Servicer, shall determine the
Substitution Shortfall Amount. Upon receipt of the Servicer's determination of
the Substitution Shortfall Amount or upon determination by the Master Servicer
of the Substitution Shortfall Amount, the Master Servicer shall give prompt
written notice thereof to the Trustee. On the date of such substitution, the
Trustee will monitor the obligation of the Originator or the Mortgage Loan
Seller, as applicable, to deliver or cause to be delivered, and shall request
that such delivery be to the Master Servicer for deposit in the Master Servicer
Collection Account, an amount equal to the Substitution Shortfall Amount, if
any, and the Trustee (or the Custodian, as applicable), upon receipt of the
related Qualified Substitute Mortgage Loan or Loans and written notice given by
the Master Servicer of such deposit, shall release to the Originator or the
Mortgage Loan Seller, as applicable, the related Mortgage File or Files and the


                                      -38-

<PAGE>



Trustee and the Trust Administrator shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, as the Originator or
the Mortgage Loan 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 Originator or the Mortgage Loan Seller, as
applicable, shall obtain at its own expense and deliver to the Trustee and the
Trust Administrator an Opinion of Counsel to the effect that such substitution
will not cause (a) any federal tax to be imposed on any Trust REMIC, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860F(a)(1) of the Code or on "contributions after the startup date"
under Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify
as a REMIC at any time that any Certificate is outstanding.

                  (e) Upon discovery by the Depositor, the Master Servicer, the
Trust Administrator 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 to this Agreement, and the Trustee shall give
written notice thereof to the Originator and the Mortgage Loan Seller. In
connection therewith, the Originator pursuant to the Servicing Agreement or the
Depositor pursuant to this Agreement 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 by (i) the
Originator, if the affected Mortgage Loan's status as a non- qualified mortgage
is or results from a breach of any representation, warranty or covenant made by
the Originator under the Servicing Agreement, or (ii) the Depositor, if the
affected Mortgage Loan's 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 Sections 2.03(a). The Trustee shall reconvey to
the Depositor or the Originator, as the case may be, the Mortgage Loan to be
released pursuant hereto in the same manner, and on the same terms and
conditions, as it would a Mortgage Loan repurchased by the Mortgage Loan Seller
or the Originator for breach of a representation or warranty.

                  SECTION 2.04. [Reserved].

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

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



                                      -39-

<PAGE>



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

                  (iii) The execution and delivery of this Agreement by the
         Master Servicer, the consummation by the Master Servicer of any other
         of the transactions herein contemplated, and the fulfillment of or
         compliance with the terms hereof are in the ordinary course of business
         of the Master Servicer and will not (A) result in a breach of any term
         or provision of charter and by-laws of the Master Servicer or (B)
         conflict with, result in a breach, violation or acceleration of, or
         result in a default under, the terms of any other material agreement or
         instrument to which the Master Servicer is a party or by which it may
         be bound, or any statute, order or regulation applicable to the Master
         Servicer of any court, regulatory body, administrative agency or
         governmental body having jurisdiction over the Master Servicer; and the
         Master Servicer is not a party to, bound by, or in breach or violation
         of any indenture or other agreement or instrument, or subject to or in
         violation of any statute, order or regulation of any court, regulatory
         body, administrative agency or governmental body having jurisdiction
         over it, which materially and adversely affects or, to the Master
         Servicer's knowledge, would in the future materially and adversely
         affect, the ability of the Master Servicer to perform its obligations
         under this Agreement;

                  (iv) The Master Servicer or an Affiliate thereof is an
         approved seller/servicer for Fannie Mae or Freddie Mac in good standing
         and is a HUD approved mortgagee pursuant to Section 203 of the National
         Housing Act;

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

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

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


                                      -40-

<PAGE>



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

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 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, the 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 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 other parties to this Agreement.

                  SECTION 2.06. Issuance of the Certificates.

                  The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to it (or to the Custodian, as applicable) of the
Mortgage Files, subject to the provisions of Section 2.01 and Section 2.02,
together with the assignment to it of all other assets included in the Trust
Fund delivered on the date hereof, receipt of which is hereby acknowledged.
Concurrently with such assignment and delivery and in exchange therefor, the
Trust Administrator, 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.




                                      -41-

<PAGE>



                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

                  SECTION 3.01. Master Servicer to Act as Master Servicer.

                  The Master Servicer shall supervise, monitor and oversee the
obligation of the Servicer to service and administer the Mortgage Loans in
accordance with the terms of the Servicing Agreement and shall have full power
and authority to do any and all things which it may deem necessary or desirable
in connection with such master servicing and administration. In performing its
obligations hereunder, the Master Servicer shall act in a manner consistent with
Accepted Master Servicing Practices. Furthermore, the Master Servicer shall
oversee and consult with the Servicer as necessary from time-to-time to carry
out the Master Servicer's obligations hereunder, shall receive, review and
evaluate all reports, information and other data provided to the Master Servicer
by the Servicer and shall cause the Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by the
Servicer under the Servicing Agreement. The Master Servicer shall independently
monitor the Servicer's servicing activities with respect to each Mortgage Loan,
reconcile the results of such monitoring with such information provided in the
previous sentence on a monthly basis and coordinate corrective adjustments to
the Servicer's and Master Servicer's records, and based on such reconciled and
corrected information, the Master Servicer shall provide such information to the
Trust Administrator as shall be necessary in order for it to prepare the
statements specified in Section 4.02, and prepare any other information and
statements required to be forwarded by the Master Servicer hereunder. The Master
Servicer shall reconcile the results of its Mortgage Loan monitoring with the
actual remittances of the Servicers to the Master Servicer Collection Account
pursuant to the Servicing Agreement.

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

         The Trustee and the Trust Administrator shall provide access to the
records and documentation in possession of the Trustee or the Trust
Administrator, as applicable, regarding the Mortgage Loans and REO Properties
and the servicing thereof to the Certificateholders, the FDIC, and the
supervisory agents and examiners of the FDIC, such access being afforded only
upon reasonable prior written request and during normal business hours at the
office of the Trustee or the Trust Administrator, as applicable; provided,
however, that, unless otherwise required by law, neither the Trustee nor the
Trust Administrator shall be required to provide access to such records and
documentation if the provision thereof would violate the legal right to privacy
of any Mortgagor. The Trustee and the Trust Administrator shall allow
representatives of the above entities to photocopy any of the records and
documentation and shall provide equipment for that purpose at a charge that
covers the Trustee's or Trust Administrator's, as applicable, actual costs.





                                      -42-

<PAGE>



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

                  SECTION 3.02. [Reserved].

                  SECTION 3.03. Monitoring of Servicer.

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

                  (b) The Master Servicer, for the benefit of the Trustee and
the Certificateholders, shall enforce the obligations of the Servicer under the
Servicing Agreement, and shall, in the event that the Servicer fails to perform
its obligations in accordance with the Servicing Agreement, subject to the
preceding paragraph, terminate the rights and obligations of such Servicer
thereunder and act as Servicer of the related Mortgage Loans or cause the
Trustee to enter in to a new Servicing Agreement with a successor Servicer
selected by the Master Servicer; provided, however, it is understood and
acknowledged by the parties hereto that there will be a period of transition
(not to exceed 90 days) before the actual servicing functions can be fully
transferred to such successor Servicer. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of the Servicing
Agreement and the pursuit of other appropriate remedies, shall be in such form
and carried out to such an extent and at such time as the Master Servicer, in
its good faith business judgment, would require were it the owner of the related
Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at
its own expense, provided that the Master Servicer shall not be required to
prosecute or defend any legal action except to the extent that the Master
Servicer shall have received reasonable indemnity for its costs and expenses in
pursuing such action.

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


                                      -43-

<PAGE>



all servicing files and all servicing data and the completion, correction or
manipulation of such servicing data as may be required by the successor Servicer
to correct any errors or insufficiencies in the servicing data or otherwise to
enable the successor Servicer to service the Mortgage Loans in accordance with
the Servicing Agreement) are not fully and timely reimbursed by the terminated
Servicer, the Master Servicer shall be entitled to reimbursement of such costs
and expenses from the Master Servicer Collection Account.

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

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

                  SECTION 3.04. Fidelity Bond.

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

                  SECTION 3.05. Power to Act; Procedures.

                  The Master Servicer shall master service the Mortgage Loans
and shall have full power and authority, subject to the REMIC Provisions and the
provisions of Article X hereof, to do any and all things that it may deem
necessary or desirable in connection with the master servicing and
administration of the Mortgage Loans, including but not limited to the power and
authority (i) to execute and deliver, on behalf of the Certificateholders and
the Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds
and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of the ownership of the Mortgaged Property securing any Mortgage Loan, in each
case, in accordance with the provisions of this Agreement and the related
Servicing Agreement, as applicable; provided, however, that the Master Servicer
shall not (and, consistent with its responsibilities under Article X, shall not
permit any Servicer to) knowingly or intentionally take any action, or fail to
take (or fail to cause to be taken) any action reasonably within its control and
the scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, would cause the Trust
REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon
the Trust Fund (including but not limited to the tax on prohibited transactions
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code) unless the Master Servicer has
received an Opinion of Counsel (but not at the expense of the Master Servicer)
to the effect that the contemplated action would not cause any REMIC to fail to
qualify as a REMIC or result in the imposition of a tax upon any REMIC. The
Trustee shall furnish the Master Servicer or any Servicer, upon written request
from a Servicing Officer, with any powers of attorney empowering the Master
Servicer or any Servicer to execute and deliver


                                      -44-

<PAGE>



instruments of satisfaction or cancellation, or of partial or full release or
discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and
to appeal, prosecute or defend in any court action relating to the Mortgage
Loans or the Mortgaged Property, in accordance with the applicable Servicing
Agreement and this Agreement, and the Trustee shall execute and deliver such
other documents, as the Master Servicer may request, to enable the Master
Servicer to master service and administer the Mortgage Loans and carry out its
duties hereunder, in each case in accordance with Accepted Master Servicing
Practices (and the Trustee shall have no liability for misuse of any such powers
of attorney by the Master Servicer or any Servicer). If the Master Servicer or
the Trustee has been advised that it is likely that the laws of the state in
which action is to be taken prohibit such action if taken in the name of the
Trustee or that the Trustee would be adversely affected under the "doing
business" or tax laws of such state if such action is taken in its name, the
Master Servicer shall join with the Trustee in the appointment of a co-trustee
pursuant to Section 8.10 hereof. In the performance of its duties hereunder, the
Master Servicer shall be an independent contractor and shall not, except in
those instances where it is taking action in the name of the Trustee, be deemed
to be the agent of the Trustee.

                  SECTION 3.06. Due on Sale Clauses; Assumption Agreements.

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

                  SECTION 3.07. Release of Mortgage Files.

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


                                      -45-

<PAGE>



payment, it being understood and agreed that no expenses incurred in connection
with such instrument of satisfaction or assignment, as the case may be, shall be
chargeable to the Custodial Account.

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

                  SECTION 3.08. Documents, Records and Funds in Possession of
                                Master Servicer to be Held for Trustee.

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



                                      -46-

<PAGE>



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

                  SECTION 3.09. Standard Hazard Insurance and Flood Insurance
                                Policies.

                  (a) For each Mortgage Loan, the Master Servicer shall enforce
any obligation of the Servicers under the related Servicing Agreements to
maintain or cause to be maintained standard fire and casualty insurance and,
where applicable, flood insurance, all in accordance with the provisions of the
related Servicing Agreements. It is understood and agreed that such insurance
shall be with insurers meeting the eligibility requirements set forth in the
applicable Servicing Agreement and that no earthquake or other additional
insurance is to be required of any Mortgagor or to be maintained on property
acquired in respect of a defaulted loan, other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall require such
additional insurance.

                  (b) Pursuant to Section 3.19 and Section 3.20, any amounts
collected by the Master Servicer under any insurance policies (other than
amounts to be applied to the restoration or repair of the property subject to
the related Mortgage or released to the Mortgagor in accordance with the
applicable Servicing Agreement) shall be deposited into the Master Servicer
Collection Account, subject to withdrawal pursuant to Section 3.20 and Section
3.21. Any cost incurred by the Master Servicer in maintaining any such insurance
if the Mortgagor defaults in its obligation to do so shall be added to the
amount owing under the Mortgage Loan where the terms of the Mortgage Loan so
permit; provided, however, that the addition of any such cost shall not be taken
into account for purposes of calculating the distributions to be made to
Certificateholders and shall be recoverable by the Master Servicer pursuant to
Section 3.20 and Section 3.21.

                  SECTION 3.10. Presentment of Claims and Collection of
                                Proceeds.

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



                                      -47-

<PAGE>



                  SECTION 3.11. Maintenance of Primary Mortgage Insurance
                                Policies.

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

                  (b) The Master Servicer agrees to present, or to cause the
Servicer (to the extent required under the Servicing Agreement) to present, on
behalf of the Trustee and the Certificateholders, claims to the insurer under
any Primary Mortgage Insurance Policies and, in this regard, to take such
reasonable action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to
Section 3.19 and Section 3.20, any amounts collected by the Master Servicer or
the Servicer under any Primary Mortgage Insurance Policies shall be deposited in
the Master Servicer Collection Account, subject to withdrawal pursuant to
Section 3.20 and Section 3.21.

                  SECTION 3.12. Trustee to Retain Possession of Certain
                                Insurance Policies and Documents.

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

                  SECTION 3.13. Realization Upon Defaulted Mortgage Loans.

                  The Master Servicer shall cause the Servicer (to the extent
required under the Servicing Agreement) to foreclose upon, repossess or
otherwise comparably convert the ownership of Mortgaged Properties securing such
of the Mortgage Loans as come into and continue in default


                                      -48-

<PAGE>



and as to which no satisfactory arrangements can be made for collection of
delinquent payments, all in accordance with the applicable Servicing Agreement.

                  SECTION 3.14. Compensation for the Master Servicer.

                  The Master Servicer will be entitled to all income and gain
realized from any investment of funds in the Master Servicer Collection Account,
pursuant to Section 3.20 and Section 3.21 and all income and gain realized from
any investment of funds in the Distribution Account pursuant to Section 3.22 and
Section 3.23, for the performance of its activities hereunder (the "Master
Servicing Compensation"). Servicing compensation in the form of assumption fees,
if any, late payment charges, as collected, if any, or otherwise shall be
retained by the Servicer in accordance with the Servicing Agreement. The Master
Servicer shall be required to pay all expenses incurred by it in connection with
its activities hereunder and shall not be entitled to reimbursement therefor
except as provided in this Agreement.

                  SECTION 3.15. REO Property.

                  (a) In the event the Trust Fund acquires ownership of any REO
Property in respect of any related Mortgage Loan, the deed or certificate of
sale shall be issued to the Trustee, or to its nominee, on behalf of the related
Certificateholders. The Master Servicer shall, to the extent provided in the
applicable Servicing Agreement, cause the applicable Servicer to sell, any REO
Property as expeditiously as possible and in accordance with the provisions of
this Agreement and the related Servicing Agreement, as applicable. Pursuant to
its efforts to sell such REO Property, the Master Servicer shall cause the
applicable Servicer to protect and conserve such REO Property (and to conduct
any activities relating to the operation or management of such REO Property) in
the manner and to the extent required by the applicable Servicing Agreement, in
accordance with the REMIC Provisions and in a manner that does not result in a
tax on "net income from foreclosure property" or cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code.

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

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

                  (d) To the extent provided in the Servicing Agreement, the
Liquidation Proceeds from the final disposition of the REO Property, net of any
payment to the Master Servicer and the applicable Servicer as provided above
shall be deposited in the Custodial Account on or prior to the Determination
Date in the month following receipt thereof and be remitted by wire transfer in


                                      -49-

<PAGE>



immediately available funds to the Master Servicer for deposit into the Master
Servicer Collection Account on the next succeeding Servicer Remittance Date.

                  SECTION 3.16. Annual Officer's Certificate as to Compliance.

                  The Master Servicer shall deliver to the Trustee, the
Depositor and the Rating Agencies on or before March 1 of each year, commencing
on March 1, 2004, an Officer's Certificate, certifying that with respect to the
period ending December 31 of the prior year: (i) such Servicing Officer has
reviewed the activities of such Master Servicer during the preceding calendar
year or portion thereof and its performance under this Agreement, (ii) to the
best of such Servicing Officer's knowledge, based on such review, such Master
Servicer has performed and fulfilled its duties, responsibilities and
obligations under this Agreement in all material respects throughout such year,
or, if there has been a default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such default known to such
Servicing Officer and the nature and status thereof, (iii) nothing has come to
the attention of such Servicing Officer to lead such Servicing Officer to
believe that any Servicer has failed to perform any of its duties,
responsibilities and obligations under its Servicing Agreement in all material
respects throughout such year, or, if there has been a material default in the
performance or fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such Servicing Officer and the nature and
status thereof. Copies of such statements shall be provided to any
Certificateholder upon request, by the Trust Administrator at the Master
Servicer's expense.

                  SECTION 3.17. Annual Independent Accountant's Servicing
                                Report.

                  If the Master Servicer has, during the course of any fiscal
year, directly serviced any of the Mortgage Loans, then the Master Servicer at
its expense shall cause a nationally recognized firm of independent certified
public accountants to furnish a statement to the Trustee, the Depositor and the
Rating Agencies on or before March 1 of each year, commencing on March 1, 2004
to the effect that, with respect to the most recently ended fiscal year, such
firm has examined certain records and documents relating to the Master
Servicer's performance of its servicing obligations under this Agreement and
pooling and servicing and trust agreements in material respects similar to this
Agreement and to each other and that, on the basis of such examination conducted
substantially in compliance with the audit program for mortgages serviced for
Freddie Mac or the Uniform Single Attestation Program for Mortgage Bankers, such
firm is of the opinion that the Master Servicer's activities have been conducted
in compliance with this Agreement, or that such examination has disclosed no
material items of noncompliance except for (i) such exceptions as such firm
believes to be immaterial, (ii) such other exceptions as are set forth in such
statement and (iii) such exceptions that the Uniform Single Attestation Program
for Mortgage Bankers or the Audit Program for Mortgages Serviced by Freddie Mac
requires it to report. Copies of such statements shall be provided to any
Certificateholder upon request by the Trust Administrator at the expense of the
Master Servicer. If such report discloses exceptions that are material, the
Master Servicer shall advise the Trustee whether such exceptions have been or
are susceptible of cure, and if susceptible of cure will take prompt action to
cure.



                                      -50-

<PAGE>



                  SECTION 3.18. Obligations of the Master Servicer in Respect of
                                Prepayment Interest Shortfalls.

                  In the event of a Prepayment Interest Shortfall, the Master
Servicer shall remit to the Trust Administrator, from its own funds and without
right of reimbursement (except as described below), not later than the related
Distribution Date, Compensating Interest in an amount equal to the lesser of (i)
the aggregate amounts in respect of Compensating Interest required to be paid by
the Servicer with respect to Prepayment Interest Shortfalls attributable to
Principal Prepayments in full on the related Mortgage Loans for the related
Distribution Date and not so paid by the Servicer and (ii) the aggregate
Administration Fee for the Trust Administrator for the related collection period
under this Agreement. In the event the Master Servicer pays any amount in
respect of such Compensating Interest prior to the time it shall have succeeded
as successor Servicer, the Master Servicer shall be subrograted to the Trust
Fund's right to receive such amount from the Servicer. In the event the Trust
Fund receives from the Servicer all or any portion of amounts in respect of
Compensating Interest required to be paid by the Servicer in connection with
Principal Prepayments in full, not so paid by the Servicer when required, and
paid by the Master Servicer pursuant to this Section 3.18, then the Master
Servicer may reimburse itself for the amount of Compensating Interest paid by
the Master Servicer from such receipts by the Trust Fund.

                  SECTION 3.19. Custodial Account.

                  (a) The Master Servicer shall enforce the obligation of the
Servicer to establish and maintain a Custodial Account in accordance with the
applicable Servicing Agreement, with records to be kept with respect thereto on
a Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited
within 48 hours (or as of such other time specified in the related Servicing
Agreement) of receipt, all collections of principal and interest on any Mortgage
Loan and any REO Property received by a Servicer, including Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, and advances made from
the Servicer's own funds (less servicing compensation as permitted by the
applicable Servicing Agreement and other amounts permitted to be netted from
such required deposits pursuant to the applicable Servicing Agreement) and all
other amounts to be deposited in the Custodial Account. The Servicer is hereby
authorized to make withdrawals from and deposits to the related Custodial
Account for purposes required or permitted by this Agreement. To the extent
provided in the Servicing Agreement, the Custodial Account shall be an Eligible
Account and segregated on the books of any applicable Depository Institution in
the name of the Trustee for the benefit of Certificateholders.

                  (b) The Master shall enforce the obligations of the Servicer
under the Servicing Agreement with respect to the segregation the Custodial
Account and with respect to required deposits into the Custodial Account, in
each case pursuant to Section 4.04 of the Servicing Agreement, withdrawals from
the Custodial Account permitted or required to be made pursuant to Section 4.05
of the Servicing Agreement, and the protection and investment of funds in the
Custodial Account pursuant to Section 4.09 of the Servicing Agreement.



                                      -51-

<PAGE>



                  SECTION 3.20. Master Servicer Collection Account.

                  (a) The Master Servicer shall establish and maintain in the
         name of the Trustee, for the benefit of the Certificateholders, the
         Master Servicer Collection Account as a segregated trust account or
         accounts. The Master Servicer Collection Account shall be an Eligible
         Account. The Master Servicer will deposit in the Master Servicer
         Collection Account as identified by the Master Servicer and as received
         by the Master Servicer, the following amounts:

                  (i) Any amounts remitted to the Master Servicer by the
         Servicer from the Custodial Account;

                  (ii) Any P&I Advance and any Compensating Interest Payments
         received from the Servicer or made by the Master Servicer (unless, in
         the case of the Master Servicer, such amounts are deposited by the
         Master Servicer directly into the Distribution Account);

                  (iii) Any Insurance Proceeds or Net Liquidation Proceeds
         received by or on behalf of the Master Servicer or which were not
         deposited in the Custodial Account;

                  (iv) The Purchase Price with respect to any Mortgage Loans
         repurchased by the Mortgage Loan Seller pursuant to the Mortgage Loan
         Purchase Agreement or by the Originator pursuant to the Servicing
         Agreement or purchased by the Master Servicer pursuant to Section 9.01
         and any Substitution Shortfall Amounts.

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

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

                  (b) All amounts deposited to the Master Servicer Collection
         Account shall be held by the Master Servicer in the name of the Trustee
         in trust for the benefit of the Certificateholders in accordance with
         the terms and provisions of this Agreement. The requirements for
         crediting the Master Servicer Collection Account or the Distribution
         Account shall be exclusive, it being understood and agreed that,
         without limiting the generality of the foregoing, payments in the
         nature of (A) prepayment or late payment charges or assumption, tax
         service, statement account or payoff, substitution, satisfaction,
         release and other like fees and charges and (B) the items enumerated in
         Section 3.21(a) (with respect the clearing and termination of the
         Master Servicer Collection Account and with respect to amounts
         deposited in error), in Section 3.21(b) or in clauses (i), (ii), (iii),
         (iv), (vi) of Section 3.21(c), need not be credited by the Master
         Servicer to the Distribution Account or the Master Servicer Collection
         Account, as applicable. In the event that the Master Servicer shall
         deposit or cause to be deposited to the Distribution Account any amount
         not required to be credited thereto, the Trustee or the Trust
         Administrator, upon receipt of a written request therefor signed by a
         Servicing Officer of the Master Servicer, shall promptly transfer such
         amount to the Master Servicer, any provision herein to the contrary
         notwithstanding.



                                      -52-

<PAGE>



                  (c) The amount at any time credited to the Master Servicer
Collection Account may be invested, in the name of the Trustee, or its nominee,
for the benefit of the Certificateholders, in Permitted Investments as directed
by Master Servicer. All Permitted Investments shall mature or be subject to
redemption or withdrawal on or before, and shall be held until, the Business Day
immediately preceding the next Distribution Date. Any and all investment
earnings on amounts on deposit in the Master Servicer Account from time to time
shall be for the account of the Master Servicer. The Master Servicer from time
to time shall be permitted to withdraw or receive distribution of any and all
investment earnings from the Master Servicer Collection Account. The risk of
loss of moneys required to be distributed to the Certificateholders resulting
from such investments shall be borne by and be the risk of the Master Servicer.
The Master Servicer shall deposit the amount of any such loss in the Master
Servicer Collection Account within two Business Days of receipt of notification
of such loss but not later than the second Business Day prior to the
Distribution Date on which the moneys so invested are required to be distributed
to the Certificateholders.

                  SECTION 3.21. Permitted Withdrawals and Transfers from the
                                Master Servicer Collection Account.

                  (a) The Master Servicer will, from time to time on demand of
the Servicer or the Trust Administrator, make or cause to be made such
withdrawals or transfers from the Master Servicer Collection Account as the
Master Servicer has designated for such transfer or withdrawal pursuant to this
Agreement and the related Servicing Agreement. The Master Servicer may clear and
terminate the Master Servicer Collection Account pursuant to Section 9.01 and
remove amounts from time to time deposited in error.

                  (b) On an ongoing basis, the Master Servicer shall withdraw
from the Master Servicer Collection Account (i) to pay any Extraordinary Trust
Fund Expenses including but not limited to amounts payable to the Master
Servicer pursuant to Section 6.03(c), and (ii) any amounts expressly payable to
the Master Servicer as set forth in Section 3.14.

                  (c) The Master Servicer may withdraw from the Master Servicer
Collection Account any of the following amounts (in the case of any such amount
payable or reimbursable to the Servicer, only to the extent the Servicer shall
not have paid or reimbursed itself such amount prior to making any remittance to
the Master Servicer pursuant to the terms of the Servicing Agreement):

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

                           (ii) to reimburse the Master Servicer or the Servicer
         from Insurance Proceeds or Liquidation Proceeds relating to a
         particular Mortgage Loan for amounts expended by the Master Servicer or
         such Servicer in good faith in connection with the


                                      -53-

<PAGE>



         restoration of the related Mortgaged Property which was damaged by an
         Uninsured Cause or in connection with the liquidation of such Mortgage
         Loan;

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

                           (iv) to reimburse the Master Servicer or any Servicer
         for advances of funds (other than P&I Advances) made with respect to
         the Mortgage Loans, and the right to reimbursement pursuant to this
         subclause being limited to amounts received on the related Mortgage
         Loan (including, for this purpose, the Purchase Price therefor,
         Insurance Proceeds and Liquidation Proceeds) which represent late
         recoveries of the payments for which such advances were made;

                           (v) to reimburse the Master Servicer or the Servicer
         for any P&I Advance or Servicing Advance, after a Realized Loss has
         been allocated with respect to the related Mortgage Loan if the P&I
         Advance or Servicing Advance has not been reimbursed pursuant to
         clauses (i) through (iv);

                           (vi) without duplication of any of the foregoing, to
         reimburse or pay any Servicer any such amounts as are due thereto under
         the applicable Servicing Agreement and have not been retained by or
         paid to the Servicer, to the extent provided in the related Servicing
         Agreement and to refund to the Servicer any amount remitted by the
         Servicer to the Master Servicer in error.

The Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan by Mortgage Loan basis, for the purpose of accounting for any reimbursement
from the Master Servicer Collection Account pursuant to clauses (i) through (vi)
above or with respect to any such amounts which would have been covered by such
clauses had the amounts not been retained by the Master Servicer without being
deposited in the Master Servicer Collection Account.

                  (d) On or before the Business Day prior to each Distribution
Date, the Master Servicer shall remit to the Trust Administrator for deposit in
the Distribution Account any P&I Advances required to be made and any
Compensating Interest required to be paid, in either such case by the Master
Servicer with respect to the Mortgage Loans.

                  (e) Without duplication of the amount set forth in Section
3.21(d) above, no later than 3:00 p.m. New York time on the Business Day prior
to each Distribution Date, the Master Servicer shall remit the Available
Distribution Amount on deposit in the Master Servicer Collection Account with
respect to the related Distribution Date to the Trust Administrator for deposit
in the Distribution Account.



                                      -54-

<PAGE>



                  SECTION 3.22. Distribution Account.

                  (a) On behalf of the Trust Fund, the Trust Administrator shall
establish and maintain one or more accounts (such account or accounts, the
"Distribution Account"), held in trust for the benefit of the Trustee and the
Certificateholders. The Distribution Account shall be an Eligible Account.

                  (b) The Trust Administrator may direct any depository
institution maintaining the Distribution Account to invest the funds on deposit
in such account or to hold such funds uninvested. All investments pursuant to
this Section 3.22 shall be in one or more Permitted Investments bearing interest
or sold at a discount, and maturing, unless payable on demand, (i) no later than
the Business Day immediately preceding the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if a Person other
than the Trust Administrator is the obligor thereon or if such investment is
managed or advised by a Person other than the Trust Administrator or an
Affiliate of the Trust Administrator, 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 Trust Administrator is the obligor thereon or if such
investment is managed or advised by the Trust Administrator or any Affiliate.
All such Permitted Investments shall be held to maturity, unless payable on
demand. Any investment of funds in the Distribution Account shall be made in the
name of the Trust Administrator (in its capacity as such), or in the name of a
nominee of the Trust Administrator. The Trust Administrator shall be entitled to
sole possession over each such investment, and any certificate or other
instrument evidencing any such investment shall be delivered directly to the
Trust Administrator or its agent, together with any document of transfer
necessary to transfer title to such investment to the Trust Administrator or its
nominee. In the event amounts on deposit in the Distribution Account are at any
time invested in a Permitted Investment payable on demand, the Trust
Administrator shall:

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

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

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



                                      -55-

<PAGE>



                  (d) The Trust Administrator shall deposit into the
Distribution Account upon receipt any amounts remitted to it for deposit therein
pursuant to Section 3.21 or any other provision of this Agreement.

                  SECTION 3.23. Permitted Withdrawals and Transfers from the
                                Distribution Account.

                  The Trust Administrator shall, from time to time, make
withdrawals from the Distribution Account, for any of the following purposes,
without priority:

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

                  (ii) to pay to the Trust Administrator on each Distribution
         Date the Administration Fee;

                  (iii) to pay any amounts in respect of taxes pursuant to
         Section 10.01(g);

                  (iv) without duplication of the amount set forth in clause
         (iii) above, to pay any Extraordinary Trust Fund Expenses to the extent
         not paid by the Master Servicer from the Master Servicer Collection
         Account;

                  (v) to pay to the Master Servicer, any interest or investment
         income earned on funds deposited in the Distribution Account;

                  (vi) to withdraw any amount deposited in the Distribution
         Account in error; and

                  (vii) to clear and terminate the Distribution Account pursuant
         to Section 9.01;

                  SECTION 3.24. Prohibited Activities With Respect to REO
                                Properties.

                  Notwithstanding anything to the contrary in this Agreement or
in the Servicing Agreement, none of the Master Servicer, the Trust Administrator
or the Trustee shall:

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

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

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



                                      -56-

<PAGE>



                  (iv) authorize any Person to Directly Operate any REO Property
         on any date more than 90 days after its date of acquisition by the
         Trust Fund; unless, in any such case, the Master Servicer has obtained
         an Opinion of Counsel, provided to the Trustee, to the effect that such
         action will not cause such REO Property to fail to qualify as
         "foreclosure property" within the meaning of Section 860G(a)(8) of the
         Code at any time that it is held by the Trust Fund, in which case the
         Master Servicer may take such actions as are specified in such Opinion
         of Counsel.




                                      -57-

<PAGE>



                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

                  SECTION 4.01. Distributions.

                  (a)(1) On each Distribution Date, the Trust Administrator
         shall withdraw from the Distribution Account an amount equal to the
         Available Distribution Amount and distribute the following amounts, in
         the following order of priority:

                  (i) concurrently, to the Holders of the Class A Certificates
         and on the first Distribution Date to the Holders of the Residual
         Certificates, the Interest Distribution Amount for each such Class for
         such Distribution Date, on a PRO RATA basis based on the entitlement of
         each such Class to such interest;

                  (ii) on the first Distribution Date, to the Holders of the
         Residual Certificates, the Senior Principal Distribution Amount,
         applied to reduce the Certificate Principal Balance of the Residual
         Certificates, until the Certificate Principal Balance of the Residual
         Certificates has been reduced to zero;

                  (iii) to the Holders of the Class A Certificates, the Senior
         Principal Distribution Amount remaining undistributed, applied to
         reduce the Certificate Principal Balance of the Class A Certificates,
         until the Certificate Principal Balance of the Class A Certificates has
         been reduced to zero;

                  (iv) to the Holders of the Class B-1 Certificates, the
         Interest Distribution Amount for such Class for such Distribution Date;

                  (v) to the Holders of the Class B-1 Certificates, the
         Allocable Share for such Class of the Subordinate Principal
         Distribution Amount for such Distribution Date, applied to reduce the
         Certificate Principal Balance of the Class B-1 Certificates, until the
         Certificate Principal Balance of the Class B-1 Certificates has been
         reduced to zero;

                  (vi) to the Holders of the Class B-2 Certificates, the
         Interest Distribution Amount for such Class for such Distribution Date;

                  (vii) to the Holders of the Class B-2 Certificates, the
         Allocable Share for such Class of the Subordinate Principal
         Distribution Amount for such Distribution Date, applied to reduce the
         Certificate Principal Balance of the Class B-2 Certificates, until the
         Certificate Principal Balance of the Class B-2 Certificates has been
         reduced to zero;

                  (viii) to the Holders of the Class B-3 Certificates, the
         Interest Distribution Amount for such Class for such Distribution Date;

                  (ix) to the Holders of the Class B-3 Certificates, the
         Allocable Share for such Class of the Subordinate Principal
         Distribution Amount for such Distribution Date, applied


                                      -58-

<PAGE>



         to reduce the Certificate Principal Balance of the Class B-3
         Certificates, until the Certificate Principal Balance of the Class B-3
         Certificates has been reduced to zero;

                  (x) to the Holders of the Class B-4 Certificates, the Interest
         Distribution Amount for such Class for such Distribution Date;

                  (xi) to the Holders of the Class B-4 Certificates, the
         Allocable Share for such Class of the Subordinate Principal
         Distribution Amount for such Distribution Date, applied to reduce the
         Certificate Principal Balance of the Class B-4 Certificates, until the
         Certificate Principal Balance of the Class B-4 Certificates has been
         reduced to zero;

                  (xii) to the Holders of the Class B-5 Certificates, the
         Interest Distribution Amount for such Class for such Distribution Date;

                  (xiii) to the Holders of the Class B-5 Certificates, the
         Allocable Share for such Class of the Subordinate Principal
         Distribution Amount for such Distribution Date, applied to reduce the
         Certificate Principal Balance of the Class B-5 Certificates, until the
         Certificate Principal Balance of the Class B-5 Certificates has been
         reduced to zero;

                  (xiv) to the Holders of the Class B-6 Certificates, the
         Interest Distribution Amount for such Class for such Distribution Date;

                  (xv) to the Holders of the Class B-6 Certificates, the
         Allocable Share for such Class of the Subordinate Principal
         Distribution Amount for such Distribution Date, applied to reduce the
         Certificate Principal Balance of the Class B-6 Certificates, until the
         Certificate Principal Balance of the Class B-6 Certificates has been
         reduced to zero; and

                  (xvi) to the Holders of the Class R Certificates, any
         remaining amounts.

                  (2) All references above to the Certificate Principal Balance
         of any Class of Certificates shall be to the Certificate Principal
         Balance of such Class prior to the allocation of Extraordinary Trust
         Fund Expenses and Realized Losses, in each case allocated to such Class
         of Certificates, on such Distribution Date pursuant to Section 4.04.

                  (b)(i) On each Distribution Date, the aggregate distributions
         of principal made on such date in respect of the Subordinate
         Certificates pursuant to Section 4.01(a)(1)(v), (vii), (ix), (xi),
         (xiii) and (xv) above shall be applied among the various Classes
         thereof, in the order of priority from the Class of Subordinate
         Certificates with the lowest numerical designation to the Class of
         Subordinate Certificates with the highest numerical designation, in
         each case to the extent of remaining Available Distribution Amount up
         to the amount allocable to such Class for such Distribution Date and in
         each case until the Certificate Principal Balance of each such Class is
         reduced to zero, in an amount with respect to each such Class equal to
         the sum of (X) the related Class B Percentage of the amounts described
         in clauses (i) through (v) of clause (a) of the definition of
         Subordinate Principal Distribution Amount, (Y) the portion of the
         amounts described in clauses (b) and (c) of the definition of
         Subordinate Principal Distribution Amount allocable to such Class
         pursuant to Section 4.01(b)(ii) below and (Z) the excess, if any, of
         the amount required to be


                                      -59-

<PAGE>



distributed to such Class pursuant to this Section 4.01(b)(i) for the
immediately preceding Distribution Date, over the aggregate distributions of
principal made in respect of such Class of Certificates on such immediately
preceding Distribution Date pursuant to Section 4.01 to the extent that any such
excess is not attributable to Realized Losses which were allocated to
Subordinate Certificates with a lower priority pursuant to Section 4.04.

                  (ii) On any Distribution Date, the portion of (a) all net
Liquidation Proceeds and Insurance Proceeds with respect to any Mortgage Loans
that were the subject of a Final Recovery Determination in the related
Prepayment Period and (b) all Principal Prepayments received in respect of the
Mortgage Loans in the related Prepayment Period, allocable to principal and not
included in the Senior Principal Distribution Amount, will be allocated on a PRO
RATA basis among the following Classes of Subordinate Certificates (each, an
"Eligible Class") in proportion to the respective outstanding Certificate
Principal Balances thereof: (i) the Class B-1 Certificates, (ii) the Class B-2
Certificates, if on such Distribution Date the aggregate percentage interest in
the Trust Fund evidenced by the Class B-2 Certificates, the Class B-3
Certificates, the Class B-4 Certificates, the Class B-5 Certificates and the
Class B-6 Certificates equals or exceeds 1.50% before giving effect to
distributions on such Distribution Date, (iii) the Class B-3 Certificates, if on
such Distribution Date the aggregate percentage interest in the Trust Fund
evidenced by the Class B-3 Certificates, the Class B-4 Certificates, the Class
B-5 Certificates and the Class B-6 Certificates equal or exceeds 0.95% before
giving effect to distributions on such Distribution Date, (iv) the Class B-4
Certificates, if on such Distribution Date the aggregate percentage interest in
the Trust Fund evidenced by the Class B-4 Certificates, the Class B-5
Certificates and the Class B-6 Certificates equal or exceeds 0.55% before giving
effect to distributions on such Distribution Date, (v) the Class B-5
Certificates, if on such Distribution Date the aggregate percentage interest in
the Trust Fund evidenced by the Class B-5 Certificates and the Class B-6
Certificates equal or exceeds 0.35% before giving effect to distributions on
such Distribution Date and (vi) the Class B-6 Certificates, if on such
Distribution Date the percentage interest in the Trust Fund evidenced by the
Class B-6 Certificates equals or exceeds 0.20% before giving effect to
distributions on such Distribution Date. Notwithstanding the foregoing, if the
application of the foregoing on any Distribution Date as provided in Section
4.01 would result in a distribution in respect of principal to any Class or
Classes of Subordinate Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such Class, a "Maturing Class") then:
(a) the amount to be allocated to each Maturing Class shall be reduced to a
level that, when applied as described above, would exactly reduce the
Certificate Principal Balance of such Class to zero and (b) the total amount of
the reductions pursuant to clause (a) above in the amount to be allocated to the
Maturing Class or Classes shall be allocated among the remaining Eligible
Classes on a PRO RATA basis in proportion to the respective outstanding
Certificate Principal Balances thereof prior to the allocation thereto of any of
the amounts described in the preceding sentence. Furthermore, if a Class of
Subordinate Certificates is not an Eligible Class, any amounts allocable to
principal and distributable pursuant to this Section 4.01(b)(ii) will be
distributed among the Subordinate Certificates that are Eligible Classes in the
manner set forth above.

                  (c) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated PRO RATA among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date will be made to the Holders of the respective Class of record
on the related Record


                                      -60-

<PAGE>



Date (except as otherwise provided in Section 9.01 respecting the final
distribution on such Class), based on the aggregate Percentage Interest
represented by their respective Certificates, and shall be made by wire transfer
of immediately available funds to the account of any such Holder at a bank or
other entity having appropriate facilities therefor, if such Holder shall have
so notified the Trust Administrator in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date or otherwise by
check mailed by first class mail to the address of such Holder appearing in the
Certificate Register. 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 Trust Administrator or such other location
specified in the notice to Certificateholders of such final distribution.

                  Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting 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. None of the Trustee, the Trust
Administrator, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.

                  (d) The rights of the Certificateholders to receive
         distributions in respect of the Certificates, and all interests of the
         Certificateholders in such distributions, shall be as set forth in this
         Agreement. None of the Holders of any Class of Certificates, the
         Depositor, the Trustee, the Trust Administrator or the Master Servicer
         shall in any way be responsible or liable to the Holders of any other
         Class of Certificates in respect of amounts properly previously
         distributed on the Certificates.

                  (e) Except as otherwise provided in Section 9.01, whenever the
         Trust Administrator expects that the final distribution with respect to
         any Class of Certificates will be made on the next Distribution Date,
         the Trust Administrator shall, no later than five days after the latest
         related Determination Date, mail on such date to each Holder of such
         Class of Certificates a notice to the effect that:

                  (i) the Trust Administrator expects that the final
         distribution with respect to such Class of Certificates will be made on
         such Distribution Date, but only upon presentation and surrender of
         such Certificates at the office of the Trust Administrator therein
         specified, and

                  (ii) no interest shall accrue on such Certificates from and
         after the end of the related Interest Accrual Period.

                  Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set
aside and held in trust by the Trust Administrator and credited to the account
of the appropriate nontendering Holder or Holders. If any Certificates as to
which notice has been given pursuant to this Section 4.01(e) shall not have been
surrendered for cancellation within


                                      -61-

<PAGE>



six months after the time specified in such notice, the Trust Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to
surrender their Certificates for cancellation in order to receive the final
distribution with respect thereto. If within one year after the second notice
all such Certificates shall not have been surrendered for cancellation, the
Trust Administrator shall, directly or through an agent, mail a final notice to
remaining non-tendering Certificateholders concerning surrender of their
Certificates and shall continue to hold any remaining funds for the benefit of
non-tendering Certificateholders. The costs and expenses of maintaining the
funds in trust and of contacting such Certificateholders shall be paid out of
the assets remaining in such trust fund. If within one year after the final
notice any such Certificates shall not have been surrendered for cancellation,
the Trust Administrator shall pay to Citigroup Global Markets Inc. all such
amounts, and all rights of non-tendering Certificateholders in or to such
amounts shall thereupon cease. No interest shall accrue or be payable to any
Certificateholder on any amount held in trust by the Trust Administrator as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 4.01(e).

                  SECTION 4.02. Statements to Certificateholders.

                  On each Distribution Date, based, as applicable, on
information provided to the Trust Administrator by the Master Servicer (which in
turn shall be based, as applicable, on information provided to the Master
Servicer by the Servicer), the Trust Administrator shall prepare and make
available to each Holder of the Regular Certificates, the other parties hereto
and the Rating Agencies, a statement as to the distributions to be made on such
Distribution Date containing the following information:

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

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

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

                  (iv) the aggregate amount of P&I Advances for such
         Distribution Date;

                  (v) the aggregate Stated Principal Balance of the Mortgage
         Loans and any REO Properties at the close of business on such
         Distribution Date;

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



                                      -62-

<PAGE>



                  (vii) the number and aggregate unpaid principal balance of
         Mortgage Loans that are (a) delinquent 30 to 59 days, (b) delinquent 60
         to 89 days, (c) delinquent 90 or more days in each case, as of the last
         day of the preceding calendar month, (d) as to which foreclosure
         proceedings have been commenced and (e) with respect to which the
         related Mortgagor has filed for protection under applicable bankruptcy
         laws, with respect to whom bankruptcy proceedings are pending or with
         respect to whom bankruptcy protection is in force (in the case of the
         Mortgage Loans set forth in this clause (e), separately indicating the
         number and aggregate unpaid principal balance of Mortgage Loans within
         such category that have the characteristics set forth in clauses (a),
         (b), (c) and (d) above);

                  (viii) with respect to any Mortgage Loans that become REO
         Properties during the preceding calendar month, the total number of
         such Mortgage Loans, the unpaid principal balance and the Stated
         Principal Balance of such Mortgage Loans in the aggregate as of the
         date they became REO Properties;

                  (ix) [reserved];

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

                  (xi) the aggregate amount of Realized Losses with respect to
         the Mortgage Loans incurred during the related Prepayment Period (or,
         in the case of Bankruptcy Losses allocable to interest, in respect of
         the related Due Period), separately identifying whether such Realized
         Losses constituted Fraud Losses, Special Hazard Losses, Bankruptcy
         Losses or Excess Losses;

                  (xii) the aggregate amount of Extraordinary Trust Fund
         Expenses withdrawn from the Master Servicer Collection Account or the
         Distribution Account for such Distribution Date;

                  (xiii) the aggregate Certificate Principal Balance of each
         such Class of Certificates, after giving effect to the distributions,
         and allocations of Realized Losses and Extraordinary Trust Fund
         Expenses, made on such Distribution Date, separately identifying any
         reduction thereof due to allocations of Realized Losses and
         Extraordinary Trust Fund Expenses, and separately identifying whether
         such Realized Losses constituted Fraud Losses, Special Hazard Losses,
         Bankruptcy Losses or Excess Losses;

                  (xiv) the Certificate Factor for each such Class of
         Certificates applicable to such Distribution Date;

                  (xv) the Interest Distribution Amount in respect of each such
         Class of Certificates for such Distribution Date (separately
         identifying any reductions in the case of Subordinate Certificates
         resulting from the allocation of Realized Losses allocable to interest
         and Extraordinary Trust Fund Expenses on such Distribution Date) and
         the respective portions thereof, if any, remaining unpaid following the
         distributions made in respect of such Certificates on such Distribution
         Date;


                                      -63-

<PAGE>




                  (xvi) the aggregate amount of any Prepayment Interest
         Shortfalls for such Distribution Date, to the extent not covered by
         Compensating Interest paid by the Servicer or the Master Servicer;

                  (xvii) the aggregate amount of Relief Act Interest Shortfalls
         for such Distribution Date;

                  (xviii) the then-applicable Bankruptcy Amount, Fraud Loss
         Amount, and Special Hazard Amount;

                  (xix) the Weighted Average Pass-Through Rate for such
         Distribution Date;

                  (xx) [reserved]; and

                  (xxi) in the case of the first Distribution Date, the amount
         of interest and the amount of principal distributed to the Holders of
         the Residual Certificates and in the case of any Distribution Date the
         amount of any other distributions to the Holders of the Residual
         Certificates.

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

                  In the case of information furnished pursuant to subclauses
(i) through (iii) above, the amounts shall be expressed as a dollar amount per
Single Certificate of the relevant Class.

                  Within a reasonable period of time after the end of each
calendar year, the Trust Administrator shall upon request forward to each Person
who at any time during the calendar year was a Holder of a Regular Certificate 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 Trust
Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trust
Administrator pursuant to any requirements of the Code as from time to time are
in force.

                  Within a reasonable period of time after the end of each
calendar year, the Trust Administrator shall upon request forward to each Person
who at any time during the calendar year was a Holder of a Residual Certificate
a statement setting forth the amount, if any, actually


                                      -64-

<PAGE>



distributed with respect to the Residual Certificates, as appropriate,
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Trust Administrator
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared by the Trust Administrator and
furnished to such Holders pursuant to the rules and regulations of the Code as
are in force from time to time.

                  Upon request, the Trust Administrator shall forward to each
Certificateholder, during the term of this Agreement, such periodic, special, or
other reports or information, whether or not provided for herein, as shall be
reasonable with respect to the Certificateholder, or otherwise with respect to
the purposes of this Agreement, all such reports or information to be provided
at the expense of the Certificateholder in accordance with such reasonable and
explicit instructions and directions as the Certificateholder may provide. For
purposes of this Section 4.02, the Trust Administrator's duties are limited to
the extent that the Master Servicer receives timely reports as required from the
Servicer.

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

                  SECTION 4.03. P&I Advances.

                  (a) In the event the Servicer fails to make any P&I Advance
required to be made by it under the Servicing Agreement and such failure is not
remedied within the applicable cure period under the Servicing Agreement, then
the Master Servicer shall on behalf of the Trustee immediately terminate the
Servicer, and the Master Servicer (in its capacity as successor Servicer) or
another successor Servicer shall be required to make such P&I Advance on the
Distribution Date with respect to which the Servicer was required to make such
Advance, subject to the Master Servicer's (or other successor Servicer's)
determination of recoverability. The Master Servicer (or other successor
Servicer) shall not be required to make any P&I Advance to cover any Relief Act
Shortfall on any Mortgage Loan. If the Master Servicer (or other successor
Servicer) is required to make any P&I Advances, such advances may be made by it
(i) from its own funds or (ii) from the Custodial Account or Master Servicer
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
Custodial Account or Master Servicer Collection Account, as applicable, that
amounts held for future distribution have been, as permitted by this Section
4.03, used by the Master Servicer (or other successor Servicer) in discharge of
any such P&I Advance) or (iii) in the form of any combination of (i) and (ii)
aggregating the total amount of P&I Advances to be made by the Master Servicer
(or other successor Servicer) with respect to the Mortgage Loans and REO
Properties. Any amounts held for future distribution and so used shall be
appropriately reflected in the Master Servicer's (or other successor Servicer's)
records and replaced by the Master Servicer (or other successor Servicer) by
deposit in the Custodial Account or the Master Servicer Collection Account, as
applicable, on or before any future Servicer Remittance Date to the extent that
the Available Distribution Amount for the related Distribution Date (determined
without regard to P&I Advances to be made on such Servicer Remittance Date)
shall be less than the total amount that would be distributed to the Classes


                                      -65-

<PAGE>



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 P&I Advances.

                  (b) The obligation of the Master Servicer (or other successor
Servicer) to make such P&I Advances is mandatory, notwithstanding any other
provision of this Agreement but subject to Section 4.03(a) above and Section
4.03(c) below, and, with respect to any Mortgage Loan or REO Property, shall
continue until a Final Recovery Determination in connection therewith or the
removal thereof from REMIC I pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section.

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

                  SECTION 4.04. Allocation of Extraordinary Trust Fund Expenses
                                and Realized Losses.

                  (a) Prior to each Distribution Date, the Master Servicer shall
determine, based on information provided to it by the Servicer, as to each
Mortgage Loan and REO Property: (i) the total amount of Realized Losses, if any,
incurred in connection with any Final Recovery Determinations made during the
related Prepayment Period; (ii) whether and the extent to which such Realized
Losses constituted Fraud Losses or Special Hazard Losses; and (iii) the
respective portions of such Realized Losses allocable to interest and allocable
to principal. Prior to each Distribution Date, the Master Servicer shall also
determine as to each Mortgage Loan, based on information provided to it by the
Servicer: (A) the total amount of Realized Losses, if any, incurred in
connection with any Deficient Valuations made during the related Prepayment
Period; and (B) the total amount of Realized Losses, if any, incurred in
connection with Debt Service Reductions in respect of Monthly Payments due
during the related Due Period.

                  (b) All Realized Losses on the Mortgage Loans (other than
Excess Losses) shall be allocated by the Trust Administrator on any Distribution
Date as follows: first, to the Class B-6 Certificates; second, to the Class B-5
Certificates; third, to the Class B-4 Certificates; fourth, to the Class B-3
Certificates; fifth, to the Class B-2 Certificates; and sixth, to the Class B-1
Certificates, in each case until the Certificate Principal Balance thereof has
been reduced to zero. Thereafter, upon the reduction of the Certificate
Principal Balances of the Subordinate Certificates to zero, such Realized Losses
shall be allocated on any Distribution Date to the Class A Certificates, until
the Certificate Principal Balance thereof has been reduced to zero.

                  Excess Losses shall be allocated by the Trust Administrator on
any Distribution Date among all the Classes of Regular Certificates on a PRO
RATA basis based on the Certificate Principal Balance of each such Class.


                                      -66-

<PAGE>



                  Extraordinary Trust Fund Expenses shall be allocated on any
Distribution Date as follows: first, to the Class B-6 Certificates; second, to
the Class B-5 Certificates; third, to the Class B-4 Certificates; fourth, to the
Class B-3 Certificates; fifth, to the Class B-2 Certificates; and sixth, to the
Class B-1 Certificates, in each case until the Certificate Principal Balance of
the related Class has been reduced to zero. Thereafter, upon the reduction of
the Certificate Principal Balances of the Subordinate Certificates to zero, such
Extraordinary Trust Fund Expenses shall be allocated on any Distribution Date to
the Class A Certificates, until the Certificate Principal Balance thereof has
been reduced to zero.

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

                  (c) Notwithstanding anything to the contrary herein, in no
event shall the Certificate Principal Balance of a Class A Certificate be
reduced more than once in respect of any particular amount both (i) allocable to
such Certificate in respect of Realized Losses or Extraordinary Trust Fund
Expenses pursuant to Section 4.04 and (ii) payable to the Holder of such
Certificate pursuant to Section 4.01(a) as a portion of the related Senior
Principal Distribution Amount.

                  SECTION 4.05. Compliance with Withholding Requirements.

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

                  SECTION 4.06. Commission Reporting.

                  The Depositor shall prepare or cause to be prepared the
initial current report on Form 8-K. Within 15 days after each Distribution Date,
the Trust Administrator shall, in accordance with industry standards, file with
the Commission via the Electronic Data Gathering and Retrieval System ("EDGAR"),
a Form 8-K with a copy of the statement to be furnished to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
January 30, 2004, the Trust Administrator shall, in accordance with industry
standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if
applicable. Prior to (i) March 31, 2004 and (ii) unless and until a Form 15
Suspension Notice shall have been filed, March 31st of each year thereafter, the
Master Servicer, in its capacity as master servicer hereunder, shall execute and
file a Form 10-K, in substance conforming to industry standards, with respect to
the Trust. Such Form 10-K shall include the Master Servicer Certification
(substantially in the form attached hereto as Exhibit N-2), the annual
independent


                                      -67-

<PAGE>



accountant's servicing report and annual statement of compliance to be delivered
by the Servicer pursuant to the Servicing Agreement and the annual independent
accountant's servicing report and annual statement of compliance to be delivered
by the Master Servicer pursuant to Sections 3.16 and 3.17. The Depositor hereby
grants to the Trust Administrator a limited power of attorney to execute and
file the Form 8-K on behalf of the Depositor. Such power of attorney shall
continue until either the earlier of (i) receipt by the Trust Administrator from
the Depositor of written termination of such power of attorney and (ii) the
termination of the Trust Fund. The Depositor agrees to promptly furnish to the
Trust Administrator and the Master Servicer, from time to time upon request,
such further information, reports and financial statements within its control
related to this Agreement or the Mortgage Loans as the Trust Administrator or
the Master Servicer reasonably deems appropriate to prepare and file all
necessary reports with the Commission. Neither the Trust Administrator nor the
Master Servicer shall have any responsibility to file any items other than those
specified in this Section 4.06; provided, however, the Trust Administrator and
the Master Servicer will cooperate with the Depositor in connection with any
additional filings with respect to the Trust Fund as the Depositor deems
necessary under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Fees and expenses incurred by the Trust Administrator or the Master
Servicer in connection with this Section 4.06 shall not be reimbursable from the
Trust Fund.



                                      -68-

<PAGE>



                                    ARTICLE V

                                THE CERTIFICATES

                  SECTION 5.01. The Certificates.

                  (a) The Certificates in the aggregate will represent the
entire beneficial ownership interest in the Mortgage Loans and all other assets
included in REMIC I. At the Closing Date, the aggregate Certificate Principal
Balance of the Certificates will equal the aggregate Stated Principal Balance of
the Mortgage Loans.

                  The Certificates will be substantially in the forms annexed
hereto as Exhibits A-1 through A-17. The Certificates of each Class will be
issuable in registered form only, in denominations of authorized Percentage
Interests as described in the definition thereof. Each Certificate will share
ratably in all rights of the related Class.

                  Upon original issue, the Certificates shall be executed,
authenticated and delivered by the Trust Administrator to or upon the order of
the Depositor. The Certificates shall be executed and attested by manual or
facsimile signature on behalf of the Trust Administrator by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trust Administrator
shall bind the Trust Administrator, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided herein
executed by the Trust Administrator by manual signature, and such certificate of
authentication shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

                  (b) The Class A Certificates, the Class B-1 Certificates, the
Class B-2 Certificates and the Class B-3 Certificates shall initially be issued
as one or more Certificates held by the Book- Entry Custodian or, if appointed
to hold such Certificates as provided below, the Depository and registered in
the name of the Depository or its nominee and, except as provided below,
registration of such Certificates may not be transferred by the Trust
Administrator except to another Depository that agrees to hold such Certificates
for the respective Certificate Owners with Ownership Interests therein. The
Certificate Owners shall hold their respective Ownership Interests in and to
such Certificates through the book-entry facilities of the Depository and,
except as provided below, shall not be entitled to definitive, fully registered
Certificates ("Definitive Certificates") in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall only transfer the Ownership
Interests in the Book-Entry Certificates of Certificate Owners it represents or
of brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures. The Trust Administrator is hereby initially
appointed as the Book- Entry Custodian and hereby agrees to act as such in
accordance herewith and in accordance with the


                                      -69-

<PAGE>



agreement that it has with the Depository authorizing it to act as such. The
Book-Entry Custodian may, and if it is no longer qualified to act as such, the
Book-Entry Custodian shall, appoint, by a written instrument delivered to the
Depositor, the Master Servicer, the Trust Administrator (if the Trust
Administrator is not the Book-Entry Custodian) and any other transfer agent
(including the Depository or any successor Depository) to act as Book-Entry
Custodian under such conditions as the predecessor Book-Entry Custodian and the
Depository or any successor Depository may prescribe, provided that the
predecessor Book-Entry Custodian shall not be relieved of any of its duties or
responsibilities by reason of any such appointment of other than the Depository.
If the Trust Administrator resigns or is removed in accordance with the terms
hereof, the successor Trust Administrator or, if it so elects, the Depository
shall immediately succeed to its predecessor's duties as Book-Entry Custodian.
The Depositor shall have the right to inspect, and to obtain copies of, any
Certificates held as Book-Entry Certificates by the Book-Entry Custodian.

                  The Trustee, the Trust Administrator, the Master Servicer and
the Depositor may for all purposes (including the making of payments due on the
Book-Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trust Administrator may establish a
reasonable record date in connection with solicitations of consents from or
voting by Certificateholders and shall give notice to the Depository of such
record date.

                  If (i)(A) the Depositor advises the Trust Administrator in
writing that the Depository is no longer willing or able to properly discharge
its responsibilities as Depository, and (B) the Depositor is unable to locate a
qualified successor, (ii) the Depositor at its option advises the Trust
Administrator in writing that it elects to terminate the book-entry system
through the Depository or (iii) after the occurrence of a Master Servicer Event
of Termination, Certificate Owners representing in the aggregate not less than
51% of the Ownership Interests of the Book-Entry Certificates advise the Trust
Administrator through the Depository, in writing, that the continuation of a
book-entry system through the Depository is no longer in the best interests of
the Certificate Owners, the Trust Administrator shall notify all Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trust Administrator of the Book-Entry Certificates
by the Book-Entry Custodian or the Depository, as applicable, accompanied by
registration instructions from the Depository for registration of transfer, the
Trust Administrator shall issue the Definitive Certificates. Such Definitive
Certificates will be issued in minimum denominations of $25,000, except that any
beneficial ownership that was represented by a Book-Entry Certificate in an
amount less than $25,000 immediately prior to the issuance of a Definitive
Certificate shall be issued in a minimum denomination equal to the amount
represented by such Book-Entry Certificate. None of the Depositor, the Master
Servicer, the Trustee or the Trust Administrator shall be liable for any delay
in the delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations


                                      -70-

<PAGE>



imposed upon or to be performed by the Depository shall be deemed to be imposed
upon and performed by the Trust Administrator, to the extent applicable with
respect to such Definitive Certificates, and the Trustee and the Trust
Administrator shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.

                  SECTION 5.02. Registration of Transfer and Exchange of
                                Certificates.

                  (a) The Trust Administrator shall cause to be kept at one of
the offices or agencies to be appointed by the Trust Administrator in accordance
with the provisions of Section 8.12 Certificate Register for the Certificates in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided.

                  (b) No transfer of any Class B-4 Certificate, Class B-5
Certificate or Class B-6 Certificates (the "Private Certificates") shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of a Private Certificate is to be made without
registration or qualification (other than in connection with the initial
transfer of any such Certificate by the Depositor to an affiliate of the
Depositor), the Trust Administrator shall require, receipt of: (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Certificateholder desiring to effect the
transfer and from such Certificateholder's prospective transferee, substantially
in the forms attached hereto as Exhibit F-1; and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be an
expense of the Depositor, the Trustee, the Trust Administrator or the Master
Servicer, in each case its capacity as such, or the Trust Fund), together with
copies of the written certification(s) of the Certificateholder desiring to
effect the transfer and/or such Certificateholder's prospective transferee upon
which such Opinion of Counsel is based, if any. None of the Depositor, the Trust
Administrator or the Trustee is obligated to register or qualify the Private
Certificates under the 1933 Act or any other securities laws or to take any
action not otherwise required under this Agreement to permit the transfer of
such Certificates without registration or qualification. Any Certificateholder
desiring to effect the transfer of a Private Certificate shall, and does hereby
agree to, indemnify the Trustee, the Trust Administrator, the Depositor and the
Master Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.

                  (c) No transfer of a Private Certificate or Residual
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 DOL Regulations ("Plan Assets"), as
certified by such transferee in the form of Exhibit G, unless the Trust
Administrator is provided with an Opinion of Counsel on which the Trustee, the
Trust Administrator, the Depositor and the Master Servicer may rely which
establishes to the satisfaction of the Trust Administrator 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, the Master Servicer, the Trustee, the Trust
Administrator or the Trust Fund to any obligation or liability


                                      -71-

<PAGE>



(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Depositor, the Master Servicer, the Trustee, the
Trust Administrator or the Trust Fund. An Opinion of Counsel, any certification
or a deemed representation will not be required in connection with the initial
transfer of any such Certificate by the Depositor (in which case, the Depositor
shall have deemed to have represented that such affiliate is not a Plan or a
Person investing Plan Assets) and the Trust Administrator shall be entitled to
conclusively rely upon a representation (which, upon the request of the Trust
Administrator, shall be a written representation) from the Depositor of the
status of such transferee as an affiliate of the Depositor. Unless such an
Opinion of Counsel is provided, each Person acquiring a Private Certificate or
any interest therein with Plan Assets shall be deemed to have represented, and
shall be required to provide an Officers' Certificate, that either (i) it is not
a Plan or investing with "Plan Assets," (ii) (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.

                  Each beneficial owner of a Class B-1 Certificate, Class B-2
Certificate or Class B-3 Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of that certificate or
interest therein, that either (i) it is not a Plan or investing with "Plan
Assets," (ii) it has acquired and is holding such certificate in reliance on
PTCE 2002-41, as amended from time to time ("Exemption"), and that it
understands that there are certain conditions to the availability of the
Exemption, including that the certificate must be rated, at the time of
purchase, not lower than "BBB-" (or its equivalent) by S&P, Moody's or Fitch
Ratings and the certificate is so rated or (iii) (1) it is an insurance company,
(2) the source of funds used to acquire or hold the certificate or interest
therein is an "insurance company general account," as such term is defined in
PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been
satisfied.

                  If any Certificate or any interest therein is acquired or held
in violation of the provisions of the preceding two paragraphs, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
that Certificate retroactive to the date of transfer to the purported 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 preceding two paragraphs shall indemnify and hold harmless the Depositor,
the Master Servicer, the Trustee, the Trust Administrator and the Trust Fund
from and against any and all liabilities, claims, costs or expenses incurred by
those parties as a result of that acquisition or holding.

                  (d) (i) 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 authorized the Trust
         Administrator or its designee under clause (iii)(A) below to deliver
         payments to a Person other than such Person and to negotiate the terms
         of any mandatory sale under clause (iii)(B) below and to execute all
         instruments of Transfer and to do all other things necessary in
         connection with any such sale. The rights of each Person acquiring any
         Ownership Interest in a Residual Certificate are expressly subject to
         the following provisions:



                                      -72-

<PAGE>



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

                           (B) In connection with any proposed Transfer of any
                  Ownership Interest in a Residual Certificate, the Trust
                  Administrator shall require delivery to it and shall not
                  register the Transfer of any Residual Certificate until its
                  receipt of an affidavit and agreement (a "Transfer Affidavit
                  and Agreement"), in the form attached hereto as Exhibit F-2,
                  from the proposed Transferee, in form and substance
                  satisfactory to the Trust Administrator, representing and
                  warranting, among other things, that such Transferee is a
                  Permitted Transferee, 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 that is not a Permitted Transferee, that for so long as
                  it retains its Ownership Interest in a Residual Certificate,
                  it will endeavor to remain a Permitted Transferee, and that it
                  has reviewed the provisions of this Section 5.02(d) and agrees
                  to be bound by them.

                           (C) Notwithstanding the delivery of a Transfer
                  Affidavit and Agreement by a proposed Transferee under clause
                  (B) above, if a Responsible Officer of the Trust Administrator
                  who is assigned to this transaction has actual knowledge or
                  the Trust Administrator has received written notice that the
                  proposed Transferee is not a Permitted Transferee, no Transfer
                  of an Ownership Interest in a Residual Certificate to such
                  proposed Transferee shall be effected.

                           (D) Each Person holding or acquiring any Ownership
                  Interest in a Residual Certificate shall agree (x) to require
                  a Transfer Affidavit and Agreement from any other Person to
                  whom such Person attempts to transfer its Ownership Interest
                  in a Residual Certificate and (y) not to transfer its
                  Ownership Interest unless it provides a transferor affidavit
                  (a "Transferor Affidavit"), in the form attached hereto as
                  Exhibit F-2, to the Trust Administrator stating that, among
                  other things, it has no actual knowledge that such other
                  Person is not a Permitted Transferee.

                           (E) Each Person holding or acquiring an Ownership
                  Interest in a Residual Certificate, by purchasing an Ownership
                  Interest in such Certificate, agrees to give the Trust
                  Administrator written notice that it is a "pass-through
                  interest holder" within the meaning of temporary Treasury
                  regulation Section 1.67-3T(a)(2)(i)(A) immediately upon
                  acquiring an Ownership Interest in a Residual Certificate, if
                  it is, or is holding an Ownership Interest in a Residual
                  Certificate on behalf of, a "pass- through interest holder.".

                  (ii) The Trust Administrator will register the Transfer of any
         Residual Certificate only if it shall have received the Transfer
         Affidavit and Agreement and all of such other documents as shall have
         been reasonably required by the Trust Administrator as a condition to
         such registration. In addition, no Transfer of a Residual Certificate
         shall be made unless


                                      -73-

<PAGE>



         the Trust Administrator shall have received a representation letter
         from the Transferee of such Certificate to the effect that such
         Transferee is a Permitted Transferee.

                           (iii) (A) If any purported Transferee shall become a
                  Holder of a Residual Certificate in violation of the
                  provisions of this Section 5.02(d), then the last preceding
                  Permitted Transferee shall be restored, to the extent
                  permitted by law, to all rights as holder thereof retroactive
                  to the date of registration of such Transfer of such Residual
                  Certificate. The Trust Administrator 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 5.02(d) or for making any payments due on such
                  Certificate to the holder thereof or for taking any other
                  action with respect to such holder under the provisions of
                  this Agreement.

                           (B) If any purported Transferee shall become a holder
                  of a Residual Certificate in violation of the restrictions in
                  this Section 5.02(d) and to the extent that the retroactive
                  restoration of the rights of the holder of such Residual
                  Certificate as described in clause (iii)(A) above shall be
                  invalid, illegal or unenforceable, then the Trust
                  Administrator shall have the right, without notice to the
                  holder or any prior holder of such Residual Certificate, to
                  sell such Residual Certificate to a purchaser selected by the
                  Trust Administrator on such terms as the Trust Administrator
                  may choose. Such purported Transferee shall promptly endorse
                  and deliver each Residual Certificate in accordance with the
                  instructions of the Trust Administrator. Such purchaser may be
                  the Trust Administrator itself or any Affiliate of the Trust
                  Administrator. The proceeds of such sale, net of the
                  commissions (which may include commissions payable to the
                  Trust Administrator or its Affiliates), expenses and taxes
                  due, if any, will be remitted by the Trust Administrator to
                  such purported Transferee. The terms and conditions of any
                  sale under this clause (iii)(B) shall be determined in the
                  sole discretion of the Trust Administrator, and the Trust
                  Administrator shall not be liable to any Person having an
                  Ownership Interest in a Residual Certificate as a result of
                  its exercise of such discretion.

                  (iv) The Trust Administrator shall make available to the
         Internal Revenue Service and those Persons specified by the REMIC
         Provisions all information necessary to compute any tax imposed (A) as
         a result of the Transfer of an Ownership Interest in a Residual
         Certificate to any Person who is a Disqualified Organization, including
         the information described in Treasury regulations sections
         1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
         inclusions" of such Residual Certificate and (B) as a result of any
         regulated investment company, real estate investment trust, common
         trust fund, partnership, trust, estate or organization described in
         Section 1381 of the Code that holds an Ownership Interest in a Residual
         Certificate having as among its record holders at any time any Person
         which is a Disqualified Organization. Reasonable compensation for
         providing such information may be accepted by the Trust Administrator.

                  (v) The provisions of this Section 5.02(d) set forth prior to
         this subsection (v) may be modified, added to or eliminated, provided
         that there shall have been delivered to the


                                      -74-

<PAGE>



         Trust Administrator at the expense of the party seeking to modify, add
         to or eliminate any such provision the following:

                           (A) written notification from the Rating Agency to
                  the effect that the modification, addition to or elimination
                  of such provisions will not cause the Rating Agency to
                  downgrade its then-current ratings of any Class of
                  Certificates; and

                           (B) an Opinion of Counsel, in form and substance
                  satisfactory to the Trust Administrator, to the effect that
                  such modification of, addition to or elimination of such
                  provisions will not cause any Trust REMIC to cease to qualify
                  as a REMIC and will not cause (x) any Trust REMIC to be
                  subject to an entity-level tax caused by the Transfer of any
                  Residual Certificate to a Person that is not a Permitted
                  Transferee or (y) a Person other than the prospective
                  transferee to be subject to a REMIC-tax caused by the Transfer
                  of a Residual Certificate to a Person that is not a Permitted
                  Transferee.

                  (e) Subject to the preceding subsections, upon surrender for
registration of transfer of any Certificate at any office or agency of the Trust
Administrator maintained for such purpose pursuant to Section 8.12, the Trust
Administrator shall execute, authenticate and deliver, in the name of the
designated Transferee or Transferees, one or more new Certificates of the same
Class of a like aggregate Percentage Interest.

                  (f) At the option of the Holder thereof, any Certificate may
be exchanged for other Certificates of the same Class with authorized
denominations and a like aggregate Percentage Interest, upon surrender of such
Certificate to be exchanged at any office or agency of the Trust Administrator
maintained for such purpose pursuant to Section 8.12. Whenever any Certificates
are so surrendered for exchange the Trust Administrator shall execute,
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trust Administrator) be duly
endorsed by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Trust Administrator duly executed by, the Holder thereof or
his attorney duly authorized in writing.

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

                  (h) All Certificates surrendered for transfer and exchange
shall be canceled and destroyed by the Trust Administrator in accordance with
its customary procedures.

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

                  If (i) any mutilated Certificate is surrendered to the Trust
Administrator, or the Trust Administrator receives evidence to its satisfaction
of the destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Trust Administrator and the Trustee such security or indemnity
as


                                      -75-

<PAGE>



may be required by them to save each of them harmless, then, in the absence of
actual knowledge by the Trust Administrator that such Certificate has been
acquired by a bona fide purchaser, the Trust Administrator shall execute and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and of like denomination
and Percentage Interest. Upon the issuance of any new Certificate under this
Section, the Trust Administrator may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trust
Administrator) connected therewith. Any replacement Certificate issued pursuant
to this Section shall constitute complete and indefeasible evidence of ownership
in the applicable REMIC created hereunder, 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.

                  The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and any agent of any of them may treat the Person in whose name
any Certificate is registered as the owner of such Certificate for the purpose
of receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever, and none of the Depositor, the Master Servicer, the Trustee, the
Trust Administrator or any agent of any of them shall be affected by notice to
the contrary.

                  SECTION 5.05. Certain Available Information.

                  On or prior to the date of the first sale of any Private
Certificate to an Independent third party, the Depositor shall provide to the
Trust Administrator ten copies of any private placement memorandum or other
disclosure document used by the Depositor in connection with the offer and sale
of the Private Certificates. In addition, if any such private placement
memorandum or disclosure document is revised, amended or supplemented at any
time following the delivery thereof to the Trust Administrator, the Depositor
promptly shall inform the Trust Administrator of such event and shall deliver to
the Trust Administrator ten copies of the private placement memorandum or
disclosure document, as revised, amended or supplemented. The Trust
Administrator shall maintain at its Corporate Trust Office and shall make
available free of charge during normal business hours for review by any Holder
of a Certificate or any Person identified to the Trust Administrator as a
prospective transferee of a Certificate, originals or copies of the following
items: (i) in the case of a Holder or prospective transferee of a Private
Certificate, the private placement memorandum or other disclosure document
relating to such Certificates in the form most recently provided to the Trust
Administrator; and (ii) in all cases, (A) this Agreement and any amendments
hereof entered into pursuant to Section 11.01, (B) all monthly statements
required to be delivered to Certificateholders of the relevant Class pursuant to
Section 4.02 since the Closing Date, and all other notices, reports, statements
and written communications delivered to the Certificateholders of the relevant
Class pursuant to this Agreement since the Closing Date, (C) [reserved] and (D)
any and all Officers' Certificates delivered to the Trustee by the Master
Servicer since the Closing Date to evidence the Master Servicer's determination
that any P&I Advance was, or if made, would be a Nonrecoverable P&I Advance.
Copies and mailing of any and all of the foregoing items will be available from
the Trust Administrator upon request at the expense of the person requesting the
same.


                                      -76-

<PAGE>



                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

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

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

                  SECTION 6.02. Merger or Consolidation of the Depositor or the
                                Master Servicer.

                  Subject to the following paragraph, the Depositor will keep in
full effect its existence, rights and franchises as a corporation under the laws
of the jurisdiction of its incorporation. Subject to the following paragraph,
the Master Servicer will keep in full effect its existence, rights and
franchises as a national banking association and shall ensure that it (or an
Affiliate) maintains its qualification as an approved conventional
seller/servicer for Fannie Mae or Freddie Mac in good standing. The Depositor
and the Master Servicer each will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

                  The Depositor or the Master Servicer may be merged or
consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; PROVIDED, HOWEVER, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Fannie Mae or Freddie Mac; and provided further that the Rating Agency's ratings
of the Class A Certificates in effect immediately prior to such merger or
consolidation will not be qualified, reduced or withdrawn as a result thereof
(as evidenced by a letter to such effect from the Rating Agency).

                  SECTION 6.03. Limitation on Liability of the Depositor, the
                                Master Servicer and Others.

                  (a) Subject, in the case of the Master Servicer, to the
obligation of the Master Servicer to indemnify the Indemnified Persons pursuant
to Section 6.04 below, none of the Depositor, the Master Servicer or any of the
directors, officers, employees or agents of the Depositor or the Master Servicer
shall be under any liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; PROVIDED, HOWEVER, that
this provision shall not protect the Depositor, the Master Servicer or any such
Person against any breach of warranties, representations or covenants made
herein, or against any specific liability imposed on the Master Servicer
pursuant hereto, or


                                      -77-

<PAGE>



against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties hereunder. The Depositor, the
Master Servicer and any director, officer, employee or agent of the Depositor or
the Master Servicer may rely in good faith on any document of any kind which,
prima facie, is properly executed and submitted by any Person respecting any
matters arising hereunder.

                  The Master Servicer and any director, officer, employee or
agent of the 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. In taking or recommending any course of action pursuant to
this Agreement, unless specifically required to do so pursuant to this
Agreement, the Master Servicer shall not be required to investigate or make
recommendations concerning potential liabilities which the Trust might incur as
a result of such course of action by reason of the condition of the Mortgaged
Properties but shall give notice to the Trustee if it has notice of such
potential liabilities. The Master Servicer shall not be liable for any acts or
omissions of any Servicer, except as otherwise expressly provided herein.

                  (b) The Depositor and any director, officer, employee or agent
of the Depositor shall be indemnified and held harmless by the Trust Fund
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense to any specific Mortgage Loan or Mortgage Loans (except as
any such loss, liability or expense shall be otherwise reimbursable pursuant to
this Agreement) or any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of reckless disregard of obligations and duties hereunder.

                  (c) The Master Servicer, the Custodian and any director,
officer, employee or agent of the Master Servicer or the Custodian shall be
indemnified by the Trust Fund and held harmless thereby against any loss,
liability or expense including reasonable legal fees and disbursements of
counsel incurred by the Master Servicer sustained in connection with, arising
out of, or related to, any claim or legal action (including any pending or
threatened claim or legal action) relating to this Agreement, the Certificates
or any Servicing Agreement or otherwise arising out of or in connection with the
acceptance or administration of the obligations and duties of the Master
Servicer under this Agreement or any Servicing Agreement, other than any loss,
liability or expense (i) that does not constitute an "unanticipated expense"
within the meaning of the REMIC Provisions, (ii) that is specifically required
to be incurred by the Master Servicer or the Custodian, as applicable, without
right of reimbursement pursuant to this Agreement, (iii) for which the Master
Servicer or the Custodian, as applicable, receives indemnification, from the
Servicer or otherwise, pursuant to the AAR Agreement or the Servicing Agreement,
(iv) in the case of the Master Servicer, that constitutes a Servicing Advance
relating to a specific Mortgage Loan or Mortgage Loans for which the Master
Servicer's entitlement to reimbursement shall be governed by Section 3.21 or (v)
that is incurred by reason of willful misfeasance, bad faith or negligence of
the Master Servicer or the Custodian, as applicable, in the performance of its
duties hereunder hereunder (in the case of the Master Servicer) or its duties
referred to herein or its duties under any applicable custodial agreement (in
the case of the Custodian), as applicable, or by reason of the Master Servicer's
or the Custodian's, as applicable, reckless disregard of obligations and duties
hereunder (in the case of the Master


                                      -78-

<PAGE>



Servicer) or its duties referred to herein or its duties under any applicable
custodial agreement (in the case of the Custodian), as applicable, or as a
result of a breach of the Master Servicer's obligations under Article X hereof
(in the case of the Master Servicer). Notwithstanding the foregoing, if the
Master Servicer shall be acting as successor to the Servicer under the Servicing
Agreement, the provisions of Section 6.03(d), and not the provisions of this
Section 6.03(c), shall govern the Trust Fund's indemnification of the Master
Servicer when it is acting in such capacity.

                  (d) The Master Servicer, if it shall be acting in a capacity
as successor Servicer, and any director, officer, employee or agent of the
Master Servicer shall be indemnified and held harmless by the Trust Fund against
any loss, liability or expense, including reasonable legal fees and
disbursements of counsel, incurred in connection with the Master Servicer's
acting in such capacity and sustained in connection with, arising out of, or
related to, any claim or legal action (including any pending or threatened claim
or legal action) relating to this Agreement, the Certificates or any Servicing
Agreement, other than any loss, liability or expense to any specific Mortgage
Loan or Mortgage Loans (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement) or any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder.

                  (e) Neither the Depositor nor the Master Servicer shall be
under any obligation to appear in, prosecute or defend any legal action unless
such action is related to its respective duties under this Agreement and, in its
opinion, does not involve it in any expense or liability; PROVIDED, HOWEVER,
that each of the Depositor and the Master Servicer may in its discretion
undertake any such action which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, unless the
Depositor or the Master Servicer acts without the consent of Holders of
Certificates entitled to at least 51% of the Voting Rights (which consent shall
not be necessary in the case of litigation or other legal action by either to
enforce their respective rights or defend themselves hereunder), the legal
expenses and costs of such action and any liability resulting therefrom (except
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder) shall be expenses, costs
and liabilities of the Trust Fund, and the Depositor (subject to the limitations
set forth above) and the Master Servicer shall be entitled to be reimbursed
therefor from the Master Servicer Collection Account as an Extraordinary Trust
Fund Expense, any such right of reimbursement being prior to the rights of the
Certificateholders to receive any amount in the Master Servicer Collection
Account. Nothing in this Section 6.03(e) shall affect the Master Servicer's
obligation to supervise, or to take such actions as are necessary to ensure, the
servicing and administration of the Mortgage Loans pursuant to Section 3.01.

                  SECTION 6.04. Indemnification from the Master Servicer.

                  The Master Servicer agrees to indemnify the Indemnified
Persons for, and to hold them harmless against, any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or relating to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement, the Servicing Agreement, the AAR Agreement
or the Certificates


                                      -79-

<PAGE>



or the powers of attorney delivered by the Trustee hereunder (i) related to the
Master Servicer's failure to perform its duties in compliance with this
Agreement (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) or (ii) incurred by reason of the
Master Servicer's willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder, provided, in each case, that with respect to
any such claim or legal action (or pending or threatened claim or legal action),
the Trustee shall have given the Master Servicer and the Depositor written
notice thereof promptly after the Trustee shall have with respect to such claim
or legal action knowledge thereof. The Master Servicer's failure to receive any
such notice shall not affect any Indemnified Person's right to indemnification
under this Section 6.04, except to the extent the Master Servicer is materially
prejudiced by such failure to give notice. This indemnity shall survive the
resignation or removal of the Trustee, Master Servicer or the Trust
Administrator and the termination of this Agreement. For purposes of this
Section 6.04, "Indemnified Persons" means the Trustee, the Custodian (if it is
not the Master Servicer) and their officers, directors, agents and employees
and, with respect to the Trustee, any separate co-trustee and its officers,
directors, agents and employees.

                  SECTION 6.05. Limitation on Resignation of the Master
                                Servicer; Assignment of Master Servicing.

                  (a) Except as provided in Section 6.05(b) below, the Master
Servicer shall not resign from the obligations and duties hereby imposed on it
except upon determination that its duties hereunder are no longer permissible
under applicable law. Any such determination pursuant to the preceding sentence
permitting the resignation of the Master Servicer shall be evidenced by an
Opinion of Counsel rendered by an Independent counsel to such effect obtained at
the expense of the Master Servicer and delivered to the Trustee and the Rating
Agencies. No resignation of the Master Servicer shall become effective until the
Trustee or a successor Master Servicer shall have assumed the Master Servicer's
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement.

                  (b) The Master Servicer may sell and assign its rights and
delegate its duties and obligations in its entirety as Master Servicer under
this Agreement; provided, however, that: (i) the purchaser or transferee accept
in writing such assignment and delegation and assume the obligations of the
Master Servicer hereunder and that the purchaser or transferee (a) be a Person
which shall be qualified to service mortgage loans for Fannie Mae or Freddie
Mac; (b) have a net worth of not less than $15,000,000 (unless otherwise
approved by each Rating Agency pursuant to clause (ii) below); (c) be reasonably
satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
and (d) execute and deliver to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
Person of the due and punctual performance and observance of each covenant and
condition to be performed or observed by it after the date of such assumption as
master servicer under this Agreement, any custodial agreement from and after the
effective date of such agreement; (ii) each Rating Agency shall be given prior
written notice of the identity of the proposed successor to the Master Servicer
and each Rating Agency's rating of the Certificates in effect immediately prior
to such assignment, sale and delegation will not be downgraded, qualified or
withdrawn as a result of such assignment, sale and delegation, as evidenced by a
letter to such effect delivered to the Master Servicer and the Trustee; and
(iii) the Master Servicer assigning and selling the master servicing shall
deliver to the Trustee an officer's certificate


                                      -80-

<PAGE>



and an Opinion of Independent counsel, each stating that all conditions
precedent to such action under this Agreement have been completed and such
action is permitted by and complies with the terms of this Agreement. No such
assignment or delegation shall affect any liability of the Master Servicer
arising out of acts or omissions prior to the effective date thereof.

                  SECTION 6.06. Successor Master Servicer.

                  In connection with the appointment of any successor Master
Servicer or the assumption of the duties of the Master Servicer, the Depositor
or the Trustee may make such arrangements for the compensation of such successor
Master Servicer out of payments on the Mortgage Loans as the Depositor or the
Trustee and such successor Master Servicer shall agree. If the successor Master
Servicer does not agree that such market value is a fair price, such successor
Master Servicer shall obtain two quotations of market value from third parties
actively engaged in the master servicing of single-family mortgage loans.
Notwithstanding the foregoing, the compensation payable to a successor Master
Servicer may not exceed the compensation which the Master Servicer would have
been entitled to retain if the Master Servicer had continued to act as Master
Servicer hereunder.

                  SECTION 6.07. Rights of the Depositor in Respect of the Master
                                Servicer.

                  The Master Servicer shall afford the Depositor and the
Trustee, upon reasonable notice, during normal business hours, access to all
records maintained by the Master Servicer in respect of the Master Servicer's
rights and obligations hereunder and access to officers of the Master Servicer
responsible for such obligations. Upon request, the Master Servicer shall
furnish to the Depositor and the Trustee its most recent financial statements of
the parent company of the Master Servicer and such other information relating to
the Master Servicer's capacity to perform its obligations under this Agreement
that it possesses. To the extent such information is not otherwise available to
the public, the Depositor and the Trustee shall not disseminate any information
obtained pursuant to the preceding two sentences without the Master Servicer's
written consent, except as required pursuant to this Agreement or to the extent
that it is appropriate to do so (i) in working with legal counsel, auditors,
taxing authorities or other governmental agencies, rating agencies or reinsurers
or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction
or decree of any court or governmental authority having jurisdiction over the
Depositor, the Trustee or the Trust Fund, and in either case, the Depositor or
the Trustee, as the case may be, shall use its best efforts to assure the
confidentiality of any such disseminated non-public information. The Depositor
may, but is not obligated to, enforce the obligations of the Master Servicer
under this Agreement and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer under this
Agreement or exercise the rights of the Master Servicer under this Agreement;
provided that the Master Servicer shall not be relieved of any of its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.



                                      -81-

<PAGE>



                                   ARTICLE VII

                                     DEFAULT

                  SECTION 7.01. Master Servicer Events of Termination.

                  "Master Servicer Event of Termination," wherever used herein,
means any one of the following events (whatever the reason for such Master
Servicer Event of Termination and whether it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body) and only with respect to the defaulting Master Servicer:

                  (i) the Master Servicer fails to cause to be deposited in the
         Distribution Account any amount so required to be deposited pursuant to
         this Agreement (other than a P&I Advance), and such failure continues
         unremedied for a period of three Business Days after the date upon
         which written notice of such failure, requiring the same to be
         remedied, shall have been given to the Master Servicer; or

                  (ii) the Master Servicer fails to observe or perform in any
         material respect any other material covenants and agreements set forth
         in this Agreement to be performed by it, which covenants and agreements
         materially affect the rights of Certificateholders, and such failure
         continues unremedied for a period of 60 days after the date on which
         written notice of such failure, properly requiring the same to be
         remedied, shall have been given to the Master Servicer by the Trustee
         or to the Master Servicer and the Trustee by the Holders of
         Certificates evidencing not less than 25% of the Voting Rights; or

                  (iii) there is entered against the Master Servicer a decree or
         order by a court or agency or supervisory authority having jurisdiction
         in the premises for the appointment of a conservator, receiver or
         liquidator in any insolvency, readjustment of debt, marshaling 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 is unstayed and in effect for a period of 60 consecutive days, or
         an involuntary case is commenced against the Master Servicer under any
         applicable insolvency or reorganization statute and the petition is not
         dismissed within 60 days after the commencement of the case; or

                  (iv) the Master Servicer consents to the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshaling of assets and liabilities or similar proceedings of
         or relating to the Master Servicer or substantially all of its
         property; or the Master Servicer admits in writing its inability to pay
         its debts generally as they become due, files a petition to take
         advantage of any applicable insolvency or reorganization statute, makes
         an assignment for the benefit of its creditors, or voluntarily suspends
         payment of its obligations; or

                  (v) the Master Servicer assigns or delegates its duties or
         rights under this Agreement in contravention of the provisions
         permitting such assignment or delegation under Section 6.05; or


                                      -82-

<PAGE>



                  (vi) any failure of the Master Servicer to make any P&I
         Advance (other than a Nonrecoverable P&I Advance) required to be made
         from its own funds pursuant to Section 4.03 by 5:00 p.m. New York time
         on the Business Day prior to the applicable Distribution Date.

                  In each and every such case, so long as such Master Servicer
Event of Termination with respect to the Master Servicer shall not have been
remedied, either the Trustee or the Holders of Certificates evidencing not less
than 51% of the Voting Rights, by notice in writing to the Depositor, the Master
Servicer (and to the Trustee if given by such Certificateholders), with a copy
to the Rating Agencies, may terminate all of the rights and obligations (but not
the liabilities) of the Master Servicer under this Agreement and in and to the
Mortgage Loans and/or the REO Property master serviced by the Master Servicer
and the proceeds thereof. Upon the receipt by the Master Servicer of the written
notice, all authority and power of the Master Servicer under this Agreement,
whether with respect to the Certificates, the Mortgage Loans, REO Property or
under any other related agreements (but only to the extent that such other
agreements relate to the Mortgage Loans or related REO Property) shall, subject
to Section 7.02, automatically and without further action pass to and be vested
in the Trustee pursuant to this Section 7.01; and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the 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 or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate with
the Trustee in effecting the termination of the Master Servicer's rights and
obligations hereunder, including, without limitation, the transfer to the
Trustee of (i) the property and amounts which are then or should be part of the
Trust Fund or which thereafter become part of the Trust; and (ii) originals or
copies of all documents of the Master Servicer reasonably requested by the
Trustee to enable it to assume the Master Servicer's duties thereunder. In
addition to any other amounts which are then, or, notwithstanding the
termination of its activities under this Agreement, may become payable to the
Master Servicer under this Agreement, the Master Servicer shall be entitled to
receive, out of any amount received on account of a Mortgage Loan or related REO
Property, that portion of such payments which it would have received as
reimbursement under this Agreement if notice of termination had not been given.
The termination of the rights and obligations of the Master Servicer shall not
affect any obligations incurred by the Master Servicer prior to such
termination.

         Notwithstanding the foregoing, if a Master Servicer Event of
Termination described in clause (vi) of this Section 7.01 shall occur, the
Trustee shall, by notice in writing to the Master Servicer, which may be
delivered by telecopy, immediately terminate all of the rights and obligations
of the Master Servicer thereafter arising under this Agreement, but without
prejudice to any rights it may have as a Certificateholder or to reimbursement
of P&I Advances and other advances of its own funds, and the Trustee shall act
as provided in Section 7.02 to carry out the duties of the Master Servicer,
including the obligation to make any P&I Advance the nonpayment of which was a
Master Servicer Event of Termination described in clause (vi) of this Section
7.01. Any such action taken by the Trustee must be prior to the distribution on
the relevant Distribution Date.



                                      -83-

<PAGE>



                  SECTION 7.02. Trustee to Act; Appointment of Successor.

                  (a) Upon the receipt by the Master Servicer of a notice of
termination pursuant to Section 7.01 or an Opinion of Counsel rendered by
Independent counsel pursuant to Section 6.05 to the effect that the Master
Servicer is legally unable to act or to delegate its duties to a Person which is
legally able to act, the Trustee shall automatically become the successor in all
respects to the Master Servicer in its capacity under this Agreement and the
transactions set forth or provided for herein and shall thereafter be subject to
all the responsibilities, duties, liabilities and limitations on liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however, that the Trustee shall have no obligation whatsoever
with respect to any liability (other than P&I Advances deemed recoverable and
not previously made) incurred by the Master Servicer at or prior to the time of
termination. As compensation therefor, but subject to Section 6.06, the Trustee
shall be entitled to compensation which the Master Servicer would have been
entitled to retain if the Master Servicer had continued to act hereunder, except
for those amounts due the Master Servicer as reimbursement permitted under this
Agreement for advances previously made or expenses previously incurred.
Notwithstanding the above, the Trustee may, if it shall be unwilling so to act,
or shall, if it is legally unable so to act, appoint or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution which is a Fannie Mae- or Freddie Mac-approved servicer, and with
respect to a successor to the Master Servicer only, having a net worth of not
less than $10,000,000, as the successor to the Master Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Master Servicer hereunder; provided, that the Trustee shall obtain a letter
or other evidenced from each Rating Agency that the ratings, if any, on each of
the Certificates will not be lowered as a result of the selection of the
successor to the Master Servicer. Pending appointment of a successor to the
Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove
provided. In connection with such appointment and assumption, the Trustee may
make such arrangements for the compensation of such successor out of payments on
the Mortgage Loans as it and such successor shall agree; provided, however, that
the provisions of Section 6.06 shall apply, the compensation shall not be in
excess of that which the Master Servicer would have been entitled to if the
Master Servicer had continued to act hereunder, and that such successor shall
undertake and assume the obligations of the Trustee to pay compensation to any
third Person acting as an agent or independent contractor in the performance of
master servicing responsibilities hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.

                  (b) If the Trustee shall succeed to any duties of the Master
Servicer respecting the Mortgage Loans as provided herein, it shall do so in a
separate capacity and not in its capacity as Trustee and, accordingly, the
provisions of Article VIII shall be inapplicable to the Trustee in its duties as
the successor to the Master Servicer in the servicing of the Mortgage Loans
(although such provisions shall continue to apply to the Trustee in its capacity
as Trustee); the provisions of Article VI, however, shall apply to it in its
capacity as successor Master Servicer.

                  SECTION 7.03. Notification to Certificateholders.

                  (a) Upon any termination of the Master Servicer pursuant to
Section 7.01 above or any appointment of a successor to the Master Servicer
pursuant to Section 7.02 above, the Trustee


                                      -84-

<PAGE>



(or other successor Trust Administrator) shall give prompt written notice
thereof to Certificateholders at their respective addresses appearing in the
Certificate Register.

                  (b) Not later than the later of 60 days after the occurrence
of any event, which constitutes or which, with notice or lapse of time or both,
would constitute a Master Servicer Event of Termination or five days after a
Responsible Officer of the Trustee becomes aware of the occurrence of such an
event, the Trustee shall transmit by mail to all Holders of Certificates notice
of each such occurrence, unless such default or Master Servicer Event of
Termination shall have been cured or waived.

                  SECTION 7.04. Waiver of Master Servicer Events of Termination.

                  The Holders representing at least 66% of the Voting Rights
evidenced by all Classes of Certificates affected by any default or Master
Servicer Event of Termination hereunder may waive such default or Master
Servicer Event of Termination; PROVIDED, HOWEVER, that a default or Master
Servicer Event of Termination under clause (i) or (vi) of Section 7.01 may be
waived only by all of the Holders of the Regular Certificates. Upon any such
waiver of a default or Master Servicer Event of Termination, such default or
Master Servicer Event of Termination shall cease to exist and shall be deemed to
have been remedied for every purpose hereunder. No such waiver shall extend to
any subsequent or other default or Master Servicer Event of Termination or
impair any right consequent thereon except to the extent expressly so waived.



                                      -85-

<PAGE>



                                  ARTICLE VIII

               CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR

                  SECTION 8.01. Duties of Trustee and Trust Administrator.

                  The Trustee and the Trust Administrator, 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, each of the Trustee
and the Trust Administrator 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.

                  Each of the Trustee and the Trust Administrator, upon receipt
of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to it which are specifically required to
be furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement; provided,
however, that neither the Trustee nor the Trust Administrator will 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 or the Trust Administrator, as applicable, shall
take such action as it deems appropriate to have the instrument corrected, and
if the instrument is not corrected to the Trustee's or the Trust Administrator's
satisfaction, the Trustee or the Trust Administrator, as applicable, will
provide notice thereof to the Certificateholders.

                  No provision of this Agreement shall be construed to relieve
the Trustee or the Trust Administrator 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 and the Trust Administrator shall be determined solely by the
         express provisions of this Agreement, the Trustee and the Trust
         Administrator 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 or the Trust Administrator and, in the absence of
         bad faith on the part of the Trustee or the Trust Administrator, as
         applicable, the Trustee or the Trust Administrator, as applicable, may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificates or
         opinions furnished to the Trustee or the Trust Administrator, as the
         case may be, and conforming to the requirements of this Agreement;

                  (ii) Neither the Trustee nor the Trust Administrator shall be
         personally liable for an error of judgment made in good faith by a
         Responsible Officer of the Trustee or the Trust


                                      -86-

<PAGE>



         Administrator, as applicable, unless it shall be proved that the
         Trustee or the Trust Administrator, as the case may be, was negligent
         in ascertaining the pertinent facts;

                  (iii) Neither the Trustee nor the Trust Administrator shall 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
         Holders of Certificates evidencing not less than 51% of the Voting
         Rights relating to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee or the Trust
         Administrator, as applicable, or exercising or omitting to exercise any
         trust or power conferred upon the Trustee, under this Agreement; and

                  (iv) The Trustee shall not be required to take notice or be
         deemed to have notice or knowledge of any default or Master Servicer
         Event of Termination 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, the
         Servicer or the Holders of Certificates evidencing not less than 51% of
         the Voting Rights.

                  Neither the Trustee nor the Trust Administrator shall 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 the 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 Master Servicer in accordance with the terms of this Agreement.

                  SECTION 8.02. Certain Matters Affecting the Trustee and the
                                Trust Administrator.

                  (a) Except as otherwise provided in Section 8.01:

                  (i) Either the Trustee or the Trust Administrator may request
         and rely upon, and shall be protected in acting or refraining from
         acting upon, any resolution, Officers' Certificate, certificate of
         auditors or any other certificate, statement, instrument, opinion,
         report, notice, request, consent, order, appraisal, bond or other paper
         or document reasonably believed by it to be genuine and to have been
         signed or presented by the proper party or parties, 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 or the Trust Administrator may prescribe;

                  (ii) Either the Trustee or the Trust Administrator 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;



                                      -87-

<PAGE>



                  (iii) Neither the Trustee nor the Trust Administrator shall be
         under any 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 or the Trust Administrator, as applicable, reasonable security
         or indemnity against the costs, expenses and liabilities which may be
         incurred therein or thereby; the right of the Trustee or the Trust
         Administrator to perform any discretionary act enumerated in this
         Agreement shall not be construed as a duty, and neither the Trustee nor
         the Trust Administrator shall be answerable for other than its
         negligence or willful misconduct in the performance of any such act;
         nothing contained herein shall, however, relieve the Trustee of the
         obligation, upon the occurrence of a Master Servicer Event of
         Termination of which the Trustee has received written notice or of
         which a Responsible Officer of the Trustee has actual knowledge (which
         has not been cured or waived), to exercise such of the rights and
         powers vested in it by this Agreement, and to use the same degree of
         care and skill in their exercise, as a prudent person would exercise
         under the circumstances in the conduct of his own affairs;

                  (iv) Prior to the occurrence of a Master Servicer Event of
         Termination hereunder and after the curing or waiver of all Master
         Servicer Events of Termination which may have occurred, neither the
         Trustee nor the Trust Administrator shall 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, neither the Trustee nor the Trust
         Administrator shall be bound to make any investigation into the facts
         or matters stated in any resolution, certificate, statement,
         instrument, opinion, report, notice, request, consent, order, approval,
         bond or other paper or 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 or the Trust
         Administrator, as applicable, of the costs, expenses or liabilities
         likely to be incurred by it in the making of such investigation is, in
         the opinion of the Trustee or the Trust Administrator, as applicable,
         not reasonably assured to the Trustee or the Trust Administrator, as
         applicable, by the security afforded to it by the terms of this
         Agreement, the Trustee or the Trust Administrator, as applicable, may
         require reasonable indemnity against such cost, expense or liability as
         a condition to such proceeding; and

                  (vi) Either the Trustee or the Trust Administrator 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.

                  (b) All rights of action under this Agreement or under any of
         the Certificates, enforceable by the Trustee, may be enforced by it
         without the possession of any of the Certificates, or the production
         thereof at the trial or other proceeding relating thereto, and any such
         suit, action or proceeding instituted by the Trustee shall be brought
         in its name for the benefit of all the Holders of such Certificates,
         subject to the provisions of this Agreement.


                                      -88-

<PAGE>



                  SECTION 8.03. Neither Trustee nor Trust Administrator Liable
                                for Certificates or Mortgage Loans.

                  The recitals contained herein and in the Certificates (other
than the signature of the Trust Administrator, the authentication of the Trust
Administrator on the Certificates, the acknowledgments of the Trustee contained
in Article II and the representations and warranties of the Trustee and the
Trust Administrator in Section 8.13) shall be taken as the statements of the
Depositor and neither the Trustee nor the Trust Administrator assumes any
responsibility for their correctness. Neither the Trustee nor the Trust
Administrator makes any representations or warranties as to the validity or
sufficiency of this Agreement (other than as specifically set forth in Section
8.13) or of the Certificates (other than the signature of the Trust
Administrator and authentication of the Trust Administrator on the Certificates)
or of any Mortgage Loan or related document. Neither the Trustee nor the Trust
Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor or the Master Servicer in
respect of the Mortgage Loans or deposited in or withdrawn from the Master
Servicer Collection Account by the Master Servicer.

                  SECTION 8.04. Trustee and Trust Administrator May Own
                                Certificates.

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

                  SECTION 8.05. Trustee's and Trust Administrators Fees and
                                Expenses.

                  (a) The Trust Administrator shall withdraw from the
Distribution Account on each Distribution Date and pay to itself the
Administration Fee with respect to the calendar month that immediately preceded
the month of such Distribution Date. The annual fees of the Trustee hereunder
and of the Custodian shall be paid in accordance with a side letter agreement
with the Trust Administrator and at the sole expense of the Trust Administrator.
The Trustee, the Trust Administrator or any director, officer, employee or agent
of any of them, 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 or the Trust Administrator, including the
compensation and the expenses and disbursements of its agents and counsel, in
the ordinary course of the Trustee's or the Trust Administrator's performance in
accordance with the provisions of this Agreement) incurred by the Trustee or by
the Trust Administrator arising out of or in connection with the acceptance or
administration of the obligations and duties of the Trustee or the Trust
Administrator under this Agreement, other than any loss, liability or expense
(i) resulting from a breach of the Servicer's or the Master Servicer's
obligations and duties under the Servicing Agreement or this Agreement, as
applicable, for which the Trustee or the Trust Administrator, as applicable, is
indemnified under the Servicing Agreement or under Section 6.04 of this
Agreement, as applicable or (ii) any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence of the Trustee or of the
Trust Administrator, as applicable, in the performance of its duties hereunder
or by reason of the Trustee's or the Trust Administrator's , as applicable,
reckless


                                      -89-

<PAGE>



disregard of obligations and duties hereunder or as a result of a breach of the
Trustee's or the Trust Administrator's, as applicable, obligations under Article
X hereof. Any amounts payable to the Trustee, the Trust Administrator or any
director, officer, employee or agent of the Trustee or the Trust Administrator,
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, the
Trust Administrator or any director, officer, employee or agent of the Trustee
or the Trust Administrator, may have hereunder in its capacity as such, may be
withdrawn by the Trust Administrator for payment to the applicable indemnified
Person from the Distribution Account at any time. The foregoing indemnity shall
survive the resignation or removal of the Trustee or the Trust Administrator.

                  (b) The Depositor shall pay or cause to be paid any annual
rating agency fees of the Rating Agencies for ongoing surveillance from its own
funds without right of reimbursement.

                  SECTION 8.06. Eligibility Requirements for Trustee and Trust
                                Administrator.

                  Each of the Trustee and the Trust Administrator 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 offices of each of the Trustee and the Trust Administrator (other
than the initial Trustee and initial Trust Administrator) shall be in a state
with respect to which an Opinion of Counsel has been delivered to such Trustee
or Trust Administrator, as applicable, at the time such Trustee or Trust
Administrator, as applicable, is appointed Trustee or Trust Administrator, as
applicable, 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 or the Trust Administrator
shall cease to be eligible in accordance with the provisions of this Section
8.06, the Trustee or the Trust Administrator, as applicable, shall resign
immediately in the manner and with the effect specified in Section 8.07.

                  SECTION 8.07. Resignation and Removal of the Trustee or Trust
                                Administrator.

                  The Trustee or the Trust Administrator may at any time resign
and be discharged from the trusts hereby created by giving written notice
thereof to the Depositor, the Servicer, the Master Servicer, each Rating Agency
and, if the Trustee is resigning, to the Trust Administrator, or, if the Trust
Administrator is resigning, to the Trustee. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor Trustee or Trust
Administrator, (which may be the same Person in the event both the Trustee and
the Trust Administrator resign or are removed) by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee or Trust Administrator, as applicable, and one copy to the successor
Trustee or Trust Administrator. If no successor Trustee or Trust Administrator,
as applicable, shall have been so appointed and having accepted appointment
within 30 days after the giving of such notice of


                                      -90-

<PAGE>



resignation, the resigning Trustee or Trust Administrator may petition any court
of competent jurisdiction for the appointment of a successor Trustee or Trust
Administrator, as applicable.

                  If at any time the Trustee or the Trust Administrator 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 in the case
of the Trust Administrator, the Trustee), or if at any time the Trustee or the
Trust Administrator shall be legally unable to act, or shall be adjudged a
bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor or the Servicer may remove the Trustee or the Trust Administrator, as
applicable. If the Depositor or the Servicer removes the Trustee or the Trust
Administrator under the authority of the immediately preceding sentence, the
Depositor shall promptly appoint a successor Trustee or Trust Administrator, as
applicable, by written instrument, in duplicate, one copy of which instrument
shall be delivered to the Trustee or Trust Administrator so removed and one copy
to the successor Trustee or Trust Administrator.

                  The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee or the Trust Administrator and
appoint a successor trustee by written instrument or instruments, in triplicate,
signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Depositor, one complete set
to the Trustee or Trust Administrator so removed and one complete set to the
successor so appointed. A copy of such instrument shall be delivered to the
Certificateholders and the Master Servicer by the Depositor.

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

                  Notwithstanding anything to the contrary contained herein, the
Master Servicer and the Trust Administrator shall at all times be the same
Person.

                  SECTION 8.08. Successor Trustee or Trust Administrator.

                  Any successor Trustee or Trust Administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Servicer and to its predecessor Trustee or Trust Administrator an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee or Trust Administrator shall become
effective, and such successor Trustee or Trust Administrator, without any
further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as Trustee or Trust Administrator. The Depositor and the
predecessor Trustee or Trust Administrator 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 Trust Administrator
all such rights, powers, duties and obligations.



                                      -91-

<PAGE>



                  No successor Trustee or Trust Administrator shall accept
appointment as provided in this Section 8.08 unless at the time of such
acceptance such successor Trustee or Trust Administrator shall be eligible under
the provisions of Section 8.06 and the appointment of such successor Trustee or
Trust Administrator 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 or Trust
Administrator as provided in this Section 8.08, the successor Trustee or Trust
Administrator shall mail notice of the appointment of a successor Trustee or
Trust Administrator 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 or Trust
                                Administrator.

                  Any entity into which the Trustee or the Trust Administrator
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 or
the Trust Administrator shall be a party, or any entity succeeding to the
business of the Trustee or Trust Administrator, shall be the successor of the
Trustee or the Trust Administrator hereunder, as applicable, 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 hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of REMIC I or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as cotrustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of REMIC I, and to
vest in such Person or Persons, in such capacity, such title to REMIC I, 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 Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer shall not
have joined in such appointment within 15 days after the receipt by it of a
request to do so, or in 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
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

                  In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to the 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


                                      -92-

<PAGE>



holding of title to REMIC I or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

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

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

                  SECTION 8.11. [intentionally omitted].

                  SECTION 8.12. Appointment of Office or Agency.

                  The Trust Administrator will appoint an office or agency in
the City of Minneapolis, Minnesota where the Certificates may be surrendered for
registration of transfer or exchange, and presented for final distribution, and
where notices and demands to or upon the Trust Administrator in respect of the
Certificates and this Agreement may be served.

                  SECTION 8.13. Representations and Warranties.

                  Each of the Trustee and the Trust Administrator hereby
represents and warrants to the Master Servicer and the Depositor, as of the
Closing Date, that:

                  (i) It is duly organized, validly existing and in good
         standing under the laws of the United States.

                  (ii) The execution and delivery of this Agreement by it, and
         the performance and compliance with the terms of this Agreement by it,
         will not violate its articles of association or bylaws or constitute a
         default (or an event which, with notice or lapse of time, or both,
         would constitute a default) under, or result in the breach of, any
         material agreement or other instrument to which it is a party or which
         is applicable to it or any of its assets.

                  (iii) It has the full power and authority to enter into and
         consummate all transactions contemplated by this Agreement, has duly
         authorized the execution, delivery and performance of this Agreement,
         and has duly executed and delivered this Agreement.


                                      -93-

<PAGE>



                  (iv) This Agreement, assuming due authorization, execution and
         delivery by the other parties hereto, constitutes a valid, legal and
         binding obligation of it, enforceable against it in accordance with the
         terms hereof, subject to (A) applicable bankruptcy, insolvency,
         receivership, reorganization, moratorium and other laws affecting the
         enforcement of creditors' rights generally, and (B) general principles
         of equity, regardless of whether such enforcement is considered in a
         proceeding in equity or at law.

                  (v) It is not in violation of, and its execution and delivery
         of this Agreement and its performance and compliance with the terms of
         this Agreement will not constitute a violation of, any law, any order
         or decree of any court or arbiter, or any order, regulation or demand
         of any federal, state or local governmental or regulatory authority,
         which violation, in its good faith and reasonable judgment, is likely
         to affect materially and adversely either the ability of the it to
         perform its obligations under this Agreement or the financial condition
         of it.

                  (vi) No litigation is pending or, to the best of its
         knowledge, threatened against it which would prohibit it from entering
         into this Agreement or, in its good faith reasonable judgment, is
         likely to materially and adversely affect either the ability of it to
         perform its obligations under this Agreement or the financial condition
         of it.



                                      -94-

<PAGE>



                                   ARTICLE IX

                                   TERMINATION

                  SECTION 9.01. Termination Upon Repurchase or Liquidation of
                                the Trust Fund.

                  (a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Trust Administrator and the Trustee with respect to the Mortgage Loans (other
than the obligations of the Master Servicer to the Trustee pursuant to Section
6.04 and of the Master Servicer to provide for and the Trust Administrator to
make payments to the Holders of the related Class(es) of Certificates as
hereinafter set forth) shall terminate upon payment to the Certificateholders
and the deposit of all amounts held by or on behalf of the Trust Administrator
and required hereunder to be so paid or deposited on the Distribution Date
coinciding with or following the earlier to occur of (i) the purchase by the
Master Servicer of all Mortgage Loans and related REO Property remaining in
REMIC I, (ii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I;
PROVIDED, HOWEVER, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof. The purchase by the Master
Servicer of all the Mortgage Loans and related REO Property remaining in REMIC I
shall be at a price (the "Termination Price") equal to the greater of (A) the
aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus the
appraised value of each REO Property, if any, included in REMIC I, such
appraisal to be conducted by an appraiser mutually agreed upon by the Master
Servicer and the Trustee in their reasonable discretion and (B) the aggregate
fair market value of all of the assets in REMIC I (as determined by the Master
Servicer, with the consent of the Trustee, 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 Certificateholders pursuant to the third paragraph
of this Section 9.01).

                  (b) The Master Servicer shall have the right to purchase all
of the Mortgage Loans and each REO Property remaining in REMIC I pursuant to
clause (i) of the preceding paragraph no later than the latest Determination
Date in the month immediately preceding the Distribution Date on which the
Certificates will be retired; provided, however, that the Master Servicer, as
provided above, may elect to purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I pursuant to clause (i) above only if the aggregate
Stated Principal Balance of the Mortgage Loans and each REO Property remaining
in REMIC I at the time of such election is reduced to less than 10% of the
aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
For federal income tax purposes, the purchase by the Master Servicer of all
Mortgage Loans and all REO Properties underlying the Regular Interests in REMIC
I is intended to facilitate a redemption of such Regular Interests pursuant to a
"cleanup call" within the meaning of Treasury regulation section 1.860G-2(j).
Notwithstanding the foregoing, the Master Servicer shall have the right to
transfer, sell or assign its rights to purchase all of the Mortgage Loans and
each REO Property remaining in REMIC I.



                                      -95-

<PAGE>



                  (c) Notice of the liquidation of the Certificates shall be
given promptly by the Trust Administrator by letter to Certificateholders mailed
(a) in the event such notice is given in connection with the purchase of the
Mortgage Loans and each REO Property remaining in REMIC I by the Master
Servicer, not earlier than the 15th day and not later than the 25th day of the
month next preceding the month of the final distribution on the Certificates or
(b) otherwise during the month of such final distribution on or before the
latest Determination Date in such month, in each case specifying (i) the
Distribution Date upon which REMIC I will terminate and final payment of the
Certificates will be made upon presentation and surrender of the Certificates at
the office of the Trust Administrator therein designated, (ii) the amount of any
such final payment, (iii) that no interest shall accrue in respect of the
Certificates from and after the Interest Accrual Period relating to the final
Distribution Date therefor and (iv) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office of the Trust
Administrator. In the event such notice is given in connection with the purchase
of all of the Mortgage Loans and each REO Property remaining in REMIC I by the
Master Servicer, the Master Servicer shall deliver to the Trust Administrator
for deposit in the Distribution Account not later than the Business Day prior to
the Distribution Date of the month in which such distribution will be made an
amount in immediately available funds equal to the Termination Price. Upon
certification to the Trustee and the Trust Administrator by a Servicing Officer
of the making of such final deposit, the Trustee (or the Custodian on its
behalf) shall promptly release or cause to be released to the Master Servicer
the Mortgage Files for the remaining Mortgage Loans in REMIC I, and the Trustee
shall execute all assignments, endorsements and other instruments necessary to
effectuate such transfer.

                  (d) Upon presentation of the Certificates by the
Certificateholders on the final Distribution Date, the Trust Administrator shall
distribute to each Certificateholder so presenting and surrendering its
Certificates the amount otherwise distributable on such Distribution Date in
accordance with Section 4.01 in respect of the Certificates so presented and
surrendered. Any funds not distributed to any Holder or Holders of Certificates
being retired on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
in trust by the Trust Administrator and credited to the account of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 9.01 shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trust Administrator shall mail a second notice to the remaining non-
tendering Certificateholders to surrender their Certificates for cancellation in
order to receive the final distribution with respect thereto. If within one year
after the second notice all such Certificates shall not have been surrendered
for cancellation, the Trust Administrator shall, directly or through an agent,
mail a final notice to remaining related non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets remaining in the trust funds. If within one year after
the final notice any such Certificates shall not have been surrendered for
cancellation, the Trust Administrator shall pay to Citigroup Global Markets Inc.
all such amounts, and all rights of non-tendering Certificateholders in or to
such amounts shall thereupon cease. No interest shall accrue or be payable to
any Certificateholder on any amount held in trust by the Trust Administrator as
a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 9.01.



                                      -96-

<PAGE>



                  Immediately following the deposit of funds in trust hereunder
in respect of the Certificates, the Trust Fund shall terminate.

                  SECTION 9.02. Additional Termination Requirements.

                  (a) In the event that the Master Servicer purchases all the
         Mortgage Loans and each REO Property, the Trust Fund shall be
         terminated in accordance with the following additional requirements (or
         in connection with a termination resulting from the final payment on or
         other liquidation of the last Mortgage Loan or REO Property remaining
         in REMIC I, the additional requirement specified in clause (i) below),
         unless the Trust Administrator and the Master Servicer have received an
         Opinion of Counsel, which Opinion of Counsel shall be at the expense of
         the Master Servicer (or in connection with a termination resulting from
         the final payment on or other liquidation of the last Mortgage Loan or
         REO Property remaining in REMIC I, which Opinion of Counsel shall be at
         the expense of the person seeking nonadherence to the following
         additional requirements but which in no event shall be at the expense
         of the Trust Fund or, unless it is the person seeking nonadherence to
         the following additional requirements, the Master Servicer or the Trust
         Administrator), to the effect that the failure of REMIC I to comply
         with such additional requirements of this Section 9.02 will not (A)
         result in the imposition on the Trust Fund of taxes on "prohibited
         transactions," as described in Section 860F of the Code, or (B) cause
         REMIC I to fail to qualify as a REMIC at any time that any Certificate
         is outstanding:

                  (i) The Trust Administrator shall specify the first day in the
         90-day liquidation period in a statement attached to each Trust REMIC's
         final Tax Return pursuant to Treasury regulation Section 1.860F-1, and
         such termination shall satisfy all requirements of a qualified
         liquidation under Section 860F of the Code and any regulations
         thereunder, as evidenced by an Opinion of Counsel obtained at the
         expense of the Master Servicer;

                  (ii) During such 90-day liquidation period, and at or prior to
         the time of making of the final payment on the Certificates, if the
         Master Servicer is exercising its right to purchase the assets of the
         Trust Fund or the Trust Administrator shall sell or otherwise dispose
         of all of the remaining assets of the Trust Fund in accordance with the
         terms hereof, the Trust Administrator on behalf of the Trustee shall
         sell all of the assets of REMIC I to the Master Servicer for cash; and

                  (iii) At the time of the making of the final payment on the
         Certificates, the Trust Administrator shall distribute or credit, or
         cause to be distributed or credited, to the Holders of the Residual
         Certificates all cash on hand in REMIC I (other than cash retained to
         meet claims), and the Trust Fund shall terminate at that time.

                  (b) At the expense of the Master Servicer (or in the event of
         termination under Section 9.01(a)(ii), at the expense of the Trust
         Administrator), the Trust Administrator shall prepare or cause to be
         prepared the documentation required in connection with the adoption of
         a plan of liquidation for each Trust REMIC pursuant to this Section
         9.02.



                                      -97-

<PAGE>



                  (c) By their acceptance of Certificates, the Holders thereof
hereby agree to authorize the Trust Administrator to specify the 90-day
liquidation period for REMIC I, which authorization shall be binding upon all
successor Certificateholders.


                                      -98-

<PAGE>



                                    ARTICLE X

                                REMIC PROVISIONS

                  SECTION 10.01. REMIC Administration.

                  (a) A REMIC election as set forth in the Preliminary Statement
shall be made by the Trust Administrator 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 the Trust REMIC shall be as designated in the
Preliminary Statement.

                  (b) The Closing Date is hereby designated as the "Startup Day"
of the Trust REMIC within the meaning of section 860G(a)(9) of the Code.

                  (c) The Trust Administrator shall pay any and all expenses
relating to any tax audit of any Trust REMIC (including, but not limited to, any
professional fees or any administrative or judicial proceedings with respect to
any Trust REMIC that involve the Internal Revenue Service or state tax
authorities), including the expense of obtaining any tax related Opinion of
Counsel. The Trust Administrator shall be entitled to reimbursement of expenses
incurred pursuant to this Section 10.01(c) to the extent provided in Section
8.05.

                  (d) The Trust Administrator shall prepare and the Trustee
shall sign and the Trust Administrator shall file all of the Tax Returns in
respect of each Trust REMIC created hereunder. The expenses of preparing and
filing such returns shall be borne by the Trust Administrator without any right
of reimbursement therefor.

                  (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 I and shall act as Tax Matters Person for REMIC I. The Trust
Administrator, as agent for the Tax Matters Person, shall perform on behalf of
the Trust 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 Trust Administrator, 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 Trust Administrator, as agent
for the Tax Matters Person, shall represent the Trust 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 Trust REMIC, enter into settlement agreements with any
government taxing agency, extend any statute of limitations relating to any item
of any Trust REMIC and otherwise act on behalf of any Trust REMIC in relation to
any tax matter involving the Trust Fund.



                                      -99-

<PAGE>



                  (f) The Trustee, the Trust Administrator, the Master Servicer
and the Holders of Certificates shall take any action or cause the Trust REMIC
to take any action necessary to create or maintain the status of the Trust REMIC
as a REMIC under the REMIC Provisions and shall assist each other as necessary
to create or maintain such status. Neither the Trustee, the Trust Administrator,
the Master Servicer nor the Holder of any Residual Certificate shall take any
action, cause any Trust 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
Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon such Trust
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, the Trust Administrator and the Master Servicer 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 Trust REMIC created hereunder or the assets therein,
or causing such Trust 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, the Trust Administrator and the Master Servicer, or
their respective designees, in writing, with respect to whether such action
could cause an Adverse REMIC Event to occur with respect to any Trust REMIC, and
no such Person shall take any such action or cause any Trust REMIC to take any
such action as to which the Trustee, the Trust Administrator or the Master
Servicer has advised it in writing that an Adverse REMIC Event could occur.

                  (g) In the event that any tax is imposed on "prohibited
transactions" of the Trust REMIC created hereunder as defined in Section
860F(a)(2) of the Code, on the "net income from foreclosure property" of such
Trust REMIC as defined in Section 860G(c) of the Code, on any contributions to
such Trust REMIC after the Startup Day therefor pursuant to Section 860G(d) of
the Code, or any other tax is imposed by the Code or any applicable provisions
of state or local tax laws, such tax shall be charged (i) to the Trust
Administrator pursuant to Section 10.03 hereof, if such tax arises out of or
results from a breach by the Trust Administrator of any of its obligations under
this Article X, (ii) to the Trustee pursuant to Section 10.03 hereof, if such
tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article X, (iii) to the Master Servicer pursuant to
Section 10.03 hereof, if such tax arises out of or results from a breach by the
Master Servicer of any of its obligations under Article III or this Article X,
or otherwise (iv) against amounts on deposit in the Distribution Account and
shall be paid by withdrawal therefrom.

                  (h) The Trust Administrator, as agent for the Tax Matters
Person, shall, for federal income tax purposes, maintain books and records with
respect to the Trust REMIC created hereunder on a calendar year and on an
accrual basis.

                  (i) No additional contributions of assets shall be made to any
Trust REMIC created hereunder, except as expressly provided in this Agreement
with respect to eligible substitute mortgage loans.

                  (j) None of the Trustee, the Trust Administrator or the Master
Servicer shall enter into any arrangement by which any Trust REMIC created
hereunder will receive a fee or other compensation for services.


                                      -100-

<PAGE>




                  (k) The Trust Administrator 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 10.02. Prohibited Transactions and Activities.

                  None of the Depositor, the Master Servicer, the Trustee or the
Trust Administrator 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 Trust 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 Trust REMIC, nor sell or dispose of any investments in the Distribution
Account for gain, nor accept any contributions to any Trust 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 Trust 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 Trust REMIC created hereunder to be subject to a tax on
prohibited transactions or prohibited contributions pursuant to the REMIC
Provisions.

                  SECTION 10.03. Indemnification with Respect to Certain Taxes
                                 and Loss of REMIC Status.

                  (a) In the event that any Trust 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 Master Servicer of its duties
and obligations set forth herein or due to a breach of the Master Servicer's
covenants set forth in this Article X, the Master Servicer shall indemnify the
Trustee, the Trust Administrator and the Trust Fund against any and all losses,
claims, damages, liabilities or expenses ("Losses") resulting from such
negligence or breach; provided, however, that the Master Servicer shall not be
liable for any such Losses attributable to the action or inaction of the
Trustee, the Trust Administrator, the Depositor, the Servicer or the Holder of
such Residual Certificate, as applicable, nor for any such Losses resulting from
misinformation provided by the Holder of such Residual Certificate on which the
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 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 Master Servicer of its duties and obligations set forth herein or out of
a breach of the Master Servicer's covenants set forth in this Article X and (3)
for any special or consequential damages to Certificateholders (in addition to
payment of principal and interest on the Certificates).


                                      -101-

<PAGE>



                  (b) In the event that any Trust 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 or the Trust
Administrator of its duties and obligations set forth herein or due to a breach
of the Trustee's or Trust Administrator's covenants set forth in this Article X,
the Trustee or the Trust Administrator, as applicable, shall indemnify the Trust
Fund against any and all Losses resulting from such negligence or breach by it;
provided, however, that neither the Trustee nor the Trust Administrator shall be
liable for any such Losses attributable to the action or inaction of the
Servicer, the 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 or the Trust Administrator 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 or the Trust Administrator
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 or the Trust Administrator, as
applicable, of its duties and obligations set forth herein or out of a breach of
the Trustee's or Trust Administrator's covenants set forth in this Article X,
and (3) for any special or consequential damages to Certificateholders (in
addition to payment of principal and interest on the Certificates).


                                      -102-

<PAGE>



                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  SECTION 11.01. Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Trust Administrator and the Trustee without
the consent of any of the Certificateholders, (i) to cure any ambiguity or
defect, (ii) to correct, modify or supplement any provisions herein (including
to give effect to the expectations of Certificateholders), (iii) to amend the
provisions of Section 4.06 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 Trust Administrator or (b) written notice to the Depositor, the Master
Servicer, the Trust Administrator and the Trustee or other written evidence 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 shall be required to address the
effect of any such amendment on any such consenting Certificateholder.

                  This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Trust Administrator and the Trustee with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights 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 shall (i) reduce in any manner the amount of, or delay the timing
of, payments received on Mortgage Loans which are required to be distributed on
any Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner, other than as described in (i), without the
consent of the Holders of Certificates of such Class evidencing at least 66% of
the Voting Rights allocated to such Class, or (iii) modify the consents required
by the immediately preceding clauses (i) and (ii) without the consent of the
Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or the Master Servicer or any Affiliate thereof shall be entitled
to Voting Rights with respect to matters affecting such Certificates.

                  Notwithstanding any contrary provision of this Agreement, the
Trust Administrator shall not consent to any amendment to this Agreement unless
it shall have first received an Opinion of Counsel to the effect that such
amendment will not result in the imposition of any tax on any Trust REMIC
pursuant to the REMIC Provisions or cause any Trust REMIC to fail to qualify as
a REMIC at any time that any Certificates are outstanding.



                                      -103-

<PAGE>



                  Promptly after the execution of any such amendment the Trust
Administrator shall notify each Certificateholder and make available to each
Certificateholder a copy of such amendment.

                  It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trust Administrator may prescribe.

                  The cost of any Opinion of Counsel to be delivered pursuant to
this Section 11.01 shall be borne by the Person seeking the related amendment,
but in no event shall such Opinion of Counsel be an expense of the Trustee or
the Trust Administrator, to the extent the Trustee or the Trust Administrator is
taking such action on behalf of the Certificateholders.

                  Notwithstanding the foregoing, the Master Servicer, the
Trustee or the Trust Administrator may, but none of them shall be obligated to,
enter into any amendment pursuant to this Section 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 Master Servicer at the expense of the Certificateholders, but
only upon direction of the Trustee or the Trust Administrator 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
constitute but one and the same instrument.

                  SECTION 11.03. Limitation on Rights of Certificateholders.

                  The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

                  No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of any of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as


                                      -104-

<PAGE>



partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

                  No Certificateholder 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 (i)
such Holder previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and (ii) 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 whatsoever 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, 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, 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.

                  This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.

                  SECTION 11.05. Notices.

                  All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when received if personally
delivered at or mailed by first class mail, postage prepaid, or by express
delivery service or delivered in any other manner specified herein, to (a) in
the case of the Depositor, 390 Greenwich Street, New York, New York 10013,
Attention: Mortgage Finance Group (telecopy number (212) 723-8604), or such
other address or telecopy number as may hereafter be furnished to the Master
Servicer, the Trust Administrator and the Trustee in writing by the Depositor,
(b) in the case of the Master Servicer or the Trust Administrator, Wells Fargo
Bank Minnesota, National Association, P.O. Box 98, Columbia, Maryland 21046,
Attention: SBMS 2003-HYB1 (telecopy number (410) 884-2363), with a copy to Wells
Fargo Bank Minnesota, National Association, 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: SBMS 2003-HYB1 (telecopy number (410) 884-2363), with
a copy to Wells Fargo Bank Minnesota, National Association, Sixth and Marquette,
Minneapolis, Minnesota 55479, Attention: SBMS 2003- HYB1, or such other address
or telecopy number as may hereafter be furnished to the Depositor and the
Trustee in writing by the Master Servicer and the Trust Administrator and (c) in
the case of the Trustee, Wachovia Bank, National Association, 401 South Tryon
Street, 12th Floor, Mail Code


                                      -105-

<PAGE>



NC1179, Charlotte, NC 28288, Attention: ABS-MBS Trust Services, or such other
address or telecopy number as may hereafter be furnished to the Master Servicer,
the Trust Administrator and the Depositor in writing by the Trustee. Any notice
required or permitted to be given to a Certificateholder shall be given by first
class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given when mailed,
whether or not the Certificateholder receives such notice. A copy of any notice
required to be telecopid hereunder also shall 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 be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

                  SECTION 11.07. Notice to Rating Agency.

                  The Trust Administrator shall use its best efforts promptly to
provide notice to the Rating Agency with respect to each of the following of
which it has actual knowledge:

                  (a) Any material change or amendment to this Agreement;

                  (b) The occurrence of any Master Servicer Event of Termination
         that has not been cured or waived;

                  (c) The resignation or termination of the Master Servicer, the
         Trust Administrator or the Trustee;

                  (d) The repurchase or substitution of Mortgage Loans pursuant
         to or as contemplated by Section 2.03;

                  (e) The final payment to the Holders of any Class of
         Certificates;

                  (f) Any change in the location of the Master Servicer
         Collection Account or the Distribution Account;

                  (g) Any event that would result in the inability of the
         Trustee, were it to succeed as Master Servicer, to make advances
         regarding delinquent Mortgage Loans to the same extent the Master
         Servicer is required to make such advances as provided in Section 4.03;
         and

                  (h) The filing of any claim under the Master Servicer's
         blanket bond and errors and omissions insurance policy required
         hereunder or the cancellation or material modification of coverage
         under any such instrument.


                                      -106-

<PAGE>



                  In addition, the Trust Administrator shall promptly make
available to the Rating Agency copies of each report to Certificateholders
described in Section 4.02 and the Master Servicer shall promptly furnish or
cause to be furnished to the Rating Agency copies of the following:

                  1. Each annual statement as to compliance described in Section
         3.16; and

                  2. Each annual independent public accountants' servicing
         report described in Section 3.17.

                  Any such notice pursuant to this Section 11.07 shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first class mail, postage prepaid, or by express delivery service
to Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: Residential Mortgage Surveillance Group, and Standard & Poor's, a
division of the McGraw-Hill Companies, Inc., 55 Water Street, New York, New York
10004, or such other addresses as each such Rating Agency may designate in
writing to the parties hereto.

                  SECTION 11.08. 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 11.09. Grant of Security Interest.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Depositor to the Trustee be, and be
construed as, a sale of the Mortgage Loans by the Depositor and not a pledge of
the Mortgage Loans by the Depositor to secure a debt or other obligation of the
Depositor. However, in the event that, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Depositor,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Depositor to the Trustee to secure a debt
or other obligation of the Depositor and (b)(1) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
Uniform Commercial Code as in effect from time to time in the State of New York;
(2) the conveyance provided for in Section 2.01 hereof shall be deemed to be a
grant by the Depositor to the Trustee of a security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans and all
amounts payable to the holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including
without limitation all amounts, other than investment earnings, from time to
time held or invested in the Master Servicer Collection Account and the
Distribution Account, whether in the form of cash, instruments, securities or
other property; (3) the obligations secured by such security agreement shall be
deemed to be all of the Depositor's obligations under this Agreement, including
the obligation to provide to the Certificateholders the benefits of this
Agreement relating to the Mortgage Loans and the Trust Fund; and (4)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law. Accordingly, the
Depositor hereby


                                      -107-

<PAGE>



grants to the Trustee a security interest in the Mortgage Loans and all other
property described in clause (2) of the preceding sentence, for the purpose of
securing to the Trustee the performance by the Depositor of the obligations
described in clause (3) of the preceding sentence. Notwithstanding the
foregoing, the parties hereto intend the conveyance pursuant to Section 2.01 to
be a true, absolute and unconditional sale of the Mortgage Loans and assets
constituting the Trust Fund by the Depositor to the Trustee.

                  SECTION 11.10. Duties of Trust Fund as Owner of Mortgage Loans
                                 under Servicing Agreements.

                  To the extent the Trust Fund has any duties or obligations
under the Servicing Agreements or is otherwise asked to perform under such
Servicing Agreements, the Master Servicer (or the Custodian with respect to any
custody-related matter) shall perform any such duties or obligations relating to
the Mortgage Loans being serviced thereunder, and the Trustee shall perform any
such duties and obligations relating to (i) enforcement of any duties and
obligations of the assignor under any Assignment, Assumption and Recognition
Agreement, (ii) financial obligations of the Trust Fund, which obligations shall
be paid solely by the Trustee on behalf of the Trust Fund out of the assets of
the Trust Fund (except for expenses and disbursements incurred or made by the
Trustee in connection therewith, including the compensation and the expenses and
disbursements of its agents and counsel, in the ordinary course of the Trustee's
performance in accordance with the provisions of this Agreement) and (iii) any
other such duties or obligations which must be performed by the legal owner of
the Trust Fund, such as, by way of illustration, execution of any release of any
mortgages upon the sale or other disposition of the related mortgage loan. With
respect to any additional duties or obligations of the Trust Fund under the
Servicing Agreements, the Master Servicer, Custodian, Trust Administrator and
Trustee will together, in good faith, determine which party is best suited to
perform such obligation or duty. For the avoidance of doubt, this Agreement has
generally established which obligations under the Servicing Agreements the
Trustee, the Master Servicer, the Trust Administrator and the Custodian will
perform on behalf of the Trust Fund, and it is the intention of the parties
hereto that the Servicing Agreements shall be interpreted in a like manner.

                  SECTION 11.11. Duties of Custodian.

                  Wherever in this Agreement the Trustee is obligated to perform
custody-related functions or to cause the Custodian to perform such functions,
Wells Fargo Bank Minnesota, National Association, in its capacity as initial
Custodian, hereby agrees to perform such functions.



                                     -108-

<PAGE>



                  IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Trust Administrator and the Trustee have caused their names to be signed hereto
by their respective officers thereunto duly authorized, in each case as of the
day and year first above written.


                                     SALOMON BROTHERS MORTGAGE
                                     SECURITIES VII, INC.,
                                     as Depositor


                                     By: /s/ Matthew R. Bollo
                                         ---------------------------------
                                     Name:   Matthew R. Bollo
                                     Title:  Assistant Vice President


                                     WELLS FARGO BANK MINNESOTA, NATIONAL
                                     ASSOCIATION,
                                     as Master Servicer and Trust Administrator


                                     By: /s/ Sandra Whalen
                                         ---------------------------------
                                     Name:   Sandra Whalen
                                     Title:  Vice President


                                     WACHOVIA BANK, NATIONAL ASSOCIATION,
                                     as Trustee


                                     By: /s/ Gregory Yanok
                                         ---------------------------------
                                     Name:   Gregory Yanok
                                     Title:  Vice President




                                      -109-

<PAGE>



STATE OF NEW YORK           )
                            ) ss.:
COUNTY OF NEW YORK          )


                  On the ____ day of September 2003, before me, a notary public
in and for said State, personally appeared _________________, known to me to be
a __________ of Salomon Brothers Mortgage Securities VII, Inc., one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



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

[Notarial Seal]


                                      -110-

<PAGE>



STATE OF _____________              )
                                    ) ss.:
COUNTY OF ___________               )


                  On the ____ day of September 2003, before me, a notary public
in and for said State, personally appeared ______________, known to me to be a
________________ of Wells Fargo Bank Minnesota, National Association, one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                              -----------------------------
                                                  Notary Public
[Notarial Seal]



                                      -111-

<PAGE>


STATE OF _____________              )
                                    ) ss.:
COUNTY OF ___________               )


                  On the ____ day of July 2003, before me, a notary public in
and for said State, personally appeared ______________, known to me to be a
_______________ of Wachovia Bank, National Association, one of the entities 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
entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                              -----------------------------
                                                  Notary Public
[Notarial Seal]




                                      -112-

<PAGE>

                                   EXHIBIT A-1

                           FORM OF CLASS A CERTIFICATE

         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 (THE "CODE").


<TABLE>
<CAPTION>
<S>                                                        <C>
Series 2003-HYB1                                           Aggregate Certificate Principal Balance of the
                                                           Class A Certificates as of the Issue Date:
Pass-Through Rate: Variable                                $170,019,000

Cut-off Date and date of Pooling and                       Denomination: $170,019,000
Servicing Agreement: September 1, 2003
                                                           Master Servicer: Wells Fargo Bank
First Distribution Date: October 27, 2003                  Minnesota, National Association

No. 1                                                      Trust Administrator: Wells Fargo Bank
                                                           Minnesota, National Association

                                                           Trustee: Wachovia Bank, National
                                                           Association

                                                           Issue Date: September 29, 2003

                                                           CUSIP: 79549AyG8
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
         FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE


                                      A-1-1

<PAGE>



         PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

                        MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
         THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
         AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
         ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A Certificates as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the Class A Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trust Administrator and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution


                                      A-1-2

<PAGE>



and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose as provided in the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Master Servicer, the Trust Adminstrator and the
Trustee with the consent of the Holders of Certificates entitled to at least 66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor 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 upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations 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
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.



                                      A-1-3

<PAGE>



                  The Depositor, the Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator 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 Master Servicer, the Trust Administrator, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

                  The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                      A-1-4

<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: September __, 2003

                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                         Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.


                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                       Authorized Signatory






<PAGE>



                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common                     UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties             (Cust) (Minor) under
                                                            Uniform Gifts
JT TEN - as joint tenants with right                             to Minors Act
         if survivorship and not as                              _____________
          tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor



                                           _____________________________________
                                           Signature Guaranteed






<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.



<PAGE>



                                   EXHIBIT A-2
                                   -----------

                                   [RESERVED]






                                      A-2-1

<PAGE>



                                   EXHIBIT A-3
                                   -----------

                                   [RESERVED]





                                      A-2-2

<PAGE>



                                   EXHIBIT A-4
                                   -----------

                                   [RESERVED]



                                      A-2-3

<PAGE>



                                   EXHIBIT A-5
                                   -----------

                                   [RESERVED]




                                      A-2-4

<PAGE>



                                   EXHIBIT A-6
                                   -----------

                                   [RESERVED]



                                      A-2-5

<PAGE>



                                   EXHIBIT A-7
                                   -----------

                                   [RESERVED]



                                      A-2-6

<PAGE>



                                   EXHIBIT A-8
                                   -----------

                                   [RESERVED]



                                      A-2-7

<PAGE>



                                   EXHIBIT A-9
                                   -----------

                                   [RESERVED]



                                      A-2-8

<PAGE>



                                  EXHIBIT A-10
                                  ------------

                                   [RESERVED]





                                      A-2-9

<PAGE>



                                  EXHIBIT A-11
                                  ------------

                          FORM OF CLASS B-1 CERTIFICATE

         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 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES TO THE
         EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

         ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
         REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE AGREEMENT.



                                     A-2-10

<PAGE>





<TABLE>
<CAPTION>
<S>                                                        <C>
Series 2003-HYB1                                           Aggregate Certificate Principal Balance of the
                                                           Class B-1 Certificates as of the Issue Date:
Pass-Through Rate: Variable                                $2,629,000

Cut-off Date and date of Pooling and                       Denomination: $2,629,000
Servicing Agreement: September 1, 2003
                                                           Master Servicer:  Wells Fargo Bank
First Distribution Date: October 27, 2003                  Minnesota, National Association

No. 1                                                      Trust Administrator: Wells Fargo Bank
                                                           Minnesota, National Association

                                                           Trustee: Wachovia Bank, National
                                                           Association

                                                           Issue Date: September 29, 2003

                                                           CUSIP: 79549AYH6
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.




                                     A-2-11

<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
         THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
         AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
         ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class B-1Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class B-1 Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trust Administrator and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class B-1 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-2-12

<PAGE>



                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator, the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Trust Administrator and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor 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.

                  Any purchaser of this Certificate shall be deemed to have made
the representation set forth in section 5.02 (c) of the Agreement.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations 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
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none


                                     A-2-13

<PAGE>



of the Depositor, the Master Servicer, the Trust Administrator, the Trustee nor
any such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

                  The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                     A-2-14

<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: September __, 2003

                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                         Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.


                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                       Authorized Signatory






<PAGE>



                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common                     UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties             (Cust) (Minor) under
                                                            Uniform Gifts
JT TEN - as joint tenants with right                             to Minors Act
         if survivorship and not as                              _____________
          tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor



                                           _____________________________________
                                           Signature Guaranteed






<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-2-17

<PAGE>



                                  EXHIBIT A-12
                                  ------------

                          FORM OF CLASS B-2 CERTIFICATE

         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 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND THE
         CLASS B-1 CERTIFICATE TO THE EXTENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.

         ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
         REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE AGREEMENT.


                                     A-12-1

<PAGE>





<TABLE>
<CAPTION>
<S>                                                        <C>
Series 2003-HBY1                                           Aggregate Certificate Principal Balance of the
                                                           Class B-2 Certificates as of the Issue Date:
Pass-Through Rate: Variable                                $964,000

Cut-off Date and date of Pooling and                       Denomination: $964,000
Servicing Agreement: September 1, 2003
                                                           Master Servicer: Wells Fargo Bank
First Distribution Date: October 27, 2003                  Minnesota, National Association

No. 1                                                      Trust Administrator: Wells Fargo Bank
                                                           Minnesota, National Association

                                                           Trustee: Wachovia Bank, National
                                                           Association

                                                           Issue Date: September 29, 2003

                                                           CUSIP: 79549AYJ2
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.




                                     A-12-2

<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
         THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
         AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
         ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class B-2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class B-2 Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trust Administrator and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class B-2 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-12-3

<PAGE>



                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator, the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Trust Administrator and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor 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.

                  Any purchaser of this Certificate shall be deemed to have made
the representation set forth in section 5.02(c) of the Agreement.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations 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
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.



                                     A-12-4

<PAGE>



                  The Depositor, the Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator 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 Master Servicer, the Trust Administrator, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

                  The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                     A-12-5

<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: September __, 2003

                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                         Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.


                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                       Authorized Signatory






<PAGE>



                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common                     UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties             (Cust) (Minor) under
                                                            Uniform Gifts
JT TEN - as joint tenants with right                             to Minors Act
         if survivorship and not as                              _____________
          tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor



                                           _____________________________________
                                           Signature Guaranteed






<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 B-3 CERTIFICATE

         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 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
         B-1 CERTIFICATES AND THE CLASS B-2 CERTIFICATES TO THE EXTENT DESCRIBED
         IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         ANY PURCHASER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE
         REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE AGREEMENT.



                                     A-13-1

<PAGE>





<TABLE>
<CAPTION>
<S>                                                        <C>
Series 2003-HYB1                                           Aggregate Certificate Principal Balance of the
                                                           Class B-3 Certificates as of the Issue Date:
Pass-Through Rate: Variable                                $701,000

Cut-off Date and date of Pooling and                       Denomination: $701,000
Servicing Agreement: September 1, 2003
                                                           Master Servicer: Wells Fargo Bank
First Distribution Date: October 27, 2003                  Minnesota, National Association

No. 1                                                      Trust Administrator: Wells Fargo Bank
                                                           Minnesota, National Association

                                                           Trustee: Wachovia Bank, National
                                                           Association

                                                           Issue Date: September 29, 2003

                                                           CUSIP: 79549AYK9
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.




                                     A-13-2

<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
         THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
         AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
         ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class B-3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class B-3 Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trust Administrator and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class B-3 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-13-3

<PAGE>



                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor 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.

                  Any purchaser of this Certificate shall be deemed to have made
the representation set forth in section 5.02(c) of the Agreement.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations 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
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none


                                     A-13-4

<PAGE>



of the Depositor, the Master Servicer, the Trust Administrator, the Trustee nor
any such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

                  The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                     A-13-5

<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: September __, 2003

                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                         Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.


                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                       Authorized Signatory






<PAGE>



                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common                     UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties             (Cust) (Minor) under
                                                            Uniform Gifts
JT TEN - as joint tenants with right                             to Minors Act
         if survivorship and not as                              _____________
          tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor



                                           _____________________________________
                                           Signature Guaranteed






<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 A-14
                                  ------------

                          FORM OF CLASS B-4 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
         B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES AND THE CLASS B-3
         CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
         AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
         TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
         EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
         AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
         THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
         SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT
         IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.


                                     A-14-1

<PAGE>





<TABLE>
<CAPTION>
<S>                                                        <C>
Series 2003-HYB1                                           Aggregate Certificate Principal Balance of the
                                                           Class B-4 Certificates as of the Issue Date:
Pass-Through Rate: 4.18% per annum                         $351,000

Cut-off Date and date of Pooling and                       Denomination: $351,000
Servicing Agreement: September 1, 2003
                                                           Master Servicer:  Wells Fargo Bank
First Distribution Date: October 27, 2003                  Minnesota, National Association

No. 1                                                      Trust Administrator:  Wells Fargo Bank
                                                           Minnesota, National Association

                                                           Trustee: Wachovia Bank, National
                                                           Association

                                                           Issue Date: September 29, 2003

                                                           CUSIP: 79549AYL7
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.




                                     A-14-2

<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
         THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
         AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
         ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Citigroup Global Markets Inc. is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
B-4 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class B-4 Certificates in the REMIC created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Salomon Brothers Mortgage Securities VII, Inc. (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement), the Master Servicer and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class B-4 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-14-3

<PAGE>



                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor 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 upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor or
the Trustee is obligated to register or


                                     A-14-4

<PAGE>



qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of this
Certificate shall be required to indemnify the Trustee, the Depositor, the Trust
Administrator and the Master Servicer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  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(c) of the Agreement.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations 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
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator 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 Master Servicer, the Trust Administrator, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

                  The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.



                                     A-14-5

<PAGE>



                  Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: September __, 2003

                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                         Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.


                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                       Authorized Signatory






<PAGE>



                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common                     UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties             (Cust) (Minor) under
                                                            Uniform Gifts
JT TEN - as joint tenants with right                             to Minors Act
         if survivorship and not as                              _____________
          tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor



                                           _____________________________________
                                           Signature Guaranteed






<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________ for the account
of _______________________________, account number ________________________, or,
if mailed by check, to__________________________________________________________
_______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
______________________________________________________________________________.
This information is provided by __________________________________, the assignee
named above, or ________________________________________, as its agent.





                                     A-14-8

<PAGE>



                                  EXHIBIT A-15
                                  ------------

                          FORM OF CLASS B-5 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
         B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS B-3
         CERTIFICATES AND THE CLASS B-4 CERTIFICATES TO THE EXTENT DESCRIBED IN
         THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
         TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
         EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
         AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
         THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
         SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT
         IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.


                                     A-15-1

<PAGE>





<TABLE>
<CAPTION>
<S>                                                        <C>
Series 2003-HYB1                                           Aggregate Certificate Principal Balance of the
                                                           Class B-5 Certificates as of the Issue Date:
Pass-Through Rate: 4.18% per annum                         $263,000

Cut-off Date and date of Pooling and                       Denomination: $263,000
Servicing Agreement: September 1, 2003
                                                           Master Servicer:  Wells Fargo Bank
First Distribution Date: October 27, 2003                  Minnesota, National Association

No. 1                                                      Trust Administrator:  Wells Fargo Bank
                                                           Minnesota, National Association

                                                           Trustee: Wachovia Bank, National
                                                           Association

                                                           Issue Date: September 29, 2003

                                                           CUSIP: 79549AYM5
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.




                                     A-15-2

<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
         THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
         AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
         ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Citigroup Global Markets Inc. is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
B-5 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class B-5 Certificates in the REMIC created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Salomon Brothers Mortgage Securities VII, Inc. (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement), the Master Servicer, the Trust Administrator and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class B-5 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-15-3

<PAGE>



                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee, and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor 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 upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor or
the Trustee is obligated to register or


                                     A-15-4

<PAGE>



qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of this
Certificate shall be required to indemnify the Trustee, the Depositor, the Trust
Administrator and the Master Servicer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  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(c) of the Agreement.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations 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
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator 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 Master Servicer, the Trust Administrator, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

                  The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.



                                     A-15-5

<PAGE>



                  Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: September __, 2003

                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                         Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.


                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                       Authorized Signatory






<PAGE>



                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common                     UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties             (Cust) (Minor) under
                                                            Uniform Gifts
JT TEN - as joint tenants with right                             to Minors Act
         if survivorship and not as                              _____________
          tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor



                                           _____________________________________
                                           Signature Guaranteed






<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________ for the account
of _______________________________, account number ________________________, or,
if mailed by check, to__________________________________________________________
_______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
______________________________________________________________________________.
This information is provided by __________________________________, the assignee
named above, or ________________________________________, as its agent.





                                     A-15-8

<PAGE>



                                  EXHIBIT A-16
                                  ------------

                          FORM OF CLASS B-6 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS
         B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES, THE CLASS B-3
         CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS B-5 CERTIFICATES
         TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
         TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
         TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
         EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
         AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
         THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
         SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT
         IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.


                                     A-16-1

<PAGE>





<TABLE>
<CAPTION>
<S>                                                        <C>
Series 2003-HYB1                                           Aggregate Certificate Principal Balance of the
                                                           Class B-6 Certificates as of the Issue Date:
Pass-Through Rate: 4.18% per annum                         $350,763

Cut-off Date and date of Pooling and                       Denomination: $350,763
Servicing Agreement: September 1, 2003
                                                           Master Servicer:  Wells Fargo Bank
First Distribution Date: October 27, 2003                  Minnesota, National Association

No. 1                                                      Trust Administrator:  Wells Fargo Bank
                                                           Minnesota, National Association

                                                           Trustee: Wachovia Bank, National
                                                           Association

                                                           Issue Date: September 29, 2003

                                                           CUSIP: 79549AYN3
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.




                                     A-16-2

<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
         THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
         AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
         ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Citigroup Global Markets Inc. is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
B-6 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class B-6 Certificates in the REMIC created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Salomon Brothers Mortgage Securities VII, Inc. (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement), the Master Servicer, the Trust Administrator and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class B-5 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-16-3

<PAGE>



                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Master Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least 66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor 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 upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which


                                     A-16-4

<PAGE>



such Opinion of Counsel is based. None of the Depositor or the Trustee is
obligated to register or qualify the Class of Certificates specified on the face
hereof under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Trust Administrator and the Master Servicer against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  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(c) of the Agreement.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations 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
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trust Administrator,
the Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator 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 Master Servicer, the Trust Administrator, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

                  The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.



                                     A-16-5

<PAGE>



                  Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: September __, 2003

                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                         Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.


                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                       Authorized Signatory






<PAGE>



                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common                     UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties             (Cust) (Minor) under
                                                            Uniform Gifts
JT TEN - as joint tenants with right                             to Minors Act
         if survivorship and not as                              _____________
          tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor



                                           _____________________________________
                                           Signature Guaranteed






<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________ for the account
of _______________________________, account number ________________________, or,
if mailed by check, to__________________________________________________________
_______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
______________________________________________________________________________.
This information is provided by __________________________________, the assignee
named above, or ________________________________________, as its agent.




                                     A-16-8

<PAGE>



                                  EXHIBIT A-17
                                  ------------

                           FORM OF CLASS R CERTIFICATE

         THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
         ("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
         AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
         MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
         SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT
         IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
         MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE
         TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
         POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
         FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
         INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER
         THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT
         FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION
         IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY
         ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH
         PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
         HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN
         AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH
         TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II)
         SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
         FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
         REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
         DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN
         AGENT OF A


                                     A-17-1

<PAGE>



         DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
         NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
         TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT
         LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH
         HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE
         CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF
         SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED
         FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.


<TABLE>
<CAPTION>
<S>                                                        <C>
Series 2003-HYB1                                           Aggregate Certificate Principal Balance of the
                                                           Class R Certificates as of the Issue Date:
Pass-Through Rate: Variable                                $100.00

Cut-off Date and date of Pooling and                       Denomination: $100.00
Servicing Agreement: September 1, 2003
                                                           Master Servicer: Wells Fargo Bank
First Distribution Date: October 27, 2003                  Minnesota, National Association

No.1                                                       Trust Administrator:  Wells Fargo Bank
                                                           Minnesota, National Association

                                                           Trustee: Wachovia Bank, National
                                                           Association

                                                           Issue Date: September 29, 2003
</TABLE>




                                     A-17-2

<PAGE>



                        MORTGAGE PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, adjustable-rate, first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
         THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY
         AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Citigroup Global Markets Inc. is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
R Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class R Certificates in the REMIC created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Salomon Brothers Mortgage Securities VII, Inc. (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement), the Master Servicer and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.



                                     A-17-3

<PAGE>



                  This Certificate is one of a duly authorized issue of
Certificates designated as Mortgage Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor 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 upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

                  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(c) of the Agreement.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations 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
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.


                                     A-17-4

<PAGE>



                  Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a PRO RATA share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.

                  The Depositor, the Master Servicer, the Trustee and any agent
of the Depositor, the Master Servicer 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 Master Servicer, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
5% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

                  The recitals contained herein shall be taken as statements of
the Depositor, and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                     A-17-5

<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: September __, 2003

                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                         Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.


                                                WELLS FARGO BANK MINNESOTA,
                                                NATIONAL ASSOCIATION, as Trustee


                                                By:_____________________________
                                                       Authorized Signatory






<PAGE>



                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common                     UNIF GIFT MIN ACT - Custodian

TEN ENT - as tenants by the entireties             (Cust) (Minor) under
                                                            Uniform Gifts
JT TEN - as joint tenants with right                             to Minors Act
         if survivorship and not as                              _____________
          tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor



                                           _____________________________________
                                           Signature Guaranteed






<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________ for the account
of _______________________________, account number ________________________, or,
if mailed by check, to__________________________________________________________
_______________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
______________________________________________________________________________.
This information is provided by __________________________________, the assignee
named above, or ________________________________________, as its agent.





                                     A-17-8

<PAGE>



                                    EXHIBIT B
                                    ---------

                           FORM OF SERVICING AGREEMENT




                                       B-1

<PAGE>

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



                      CITIGROUP GLOBAL MARKETS REALTY CORP.


                                    Purchaser


                                       and

                           NATIONAL CITY MORTGAGE CO.,


                                     Company






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

               MASTER SELLER'S WARRANTIES AND SERVICING AGREEMENT

                                   Dated as of






                                September 1, 2003

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

                           Conventional Mortgage Loans






<PAGE>




<TABLE>
<CAPTION>


                                            TABLE OF CONTENTS

<S>                                                                                                             <C>
ARTICLE I DEFINITIONS ............................................................................................1
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; DELIVERY OF
                      DOCUMENTS..................................................................................12

   SECTION 2.01       CONVEYANCE OF MORTGAGE  LOANS; POSSESSION OF MORTGAGE FILES; MAINTENANCE OF SERVICING
   FILES.             ...........................................................................................12

   SECTION 2.02       PURCHASE PRICE.............................................................................13

   SECTION 2.03       BOOKS AND RECORDS; TRANSFERS OF MORTGAGE LOANS.............................................13

   SECTION 2.04       DELIVERY OF DOCUMENTS......................................................................15

   SECTION 2.05       CLOSING DOCUMENTS..........................................................................15

ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES AND BREACH.................................................16

   SECTION 3.01       COMPANY REPRESENTATIONS AND WARRANTIES.....................................................16

   SECTION 3.02       REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS.........................19

   SECTION 3.03       REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES......................................30

   SECTION 3.04       REVIEW OF MORTGAGE LOANS...................................................................33

   SECTION 3.05       REPURCHASE OF CONVERTIBLE MORTGAGE LOANS...................................................33

ARTICLE IV ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.......................................................33

   SECTION 4.01       COMPANY TO ACT AS SERVICER.................................................................33

   SECTION 4.02       LIQUIDATION OF MORTGAGE LOANS..............................................................35

   SECTION 4.03       COLLECTION OF MORTGAGE LOAN PAYMENTS.......................................................36

   SECTION 4.04       ESTABLISHMENT OF AND DEPOSITS TO CUSTODIAL ACCOUNT.........................................37

   SECTION 4.05       PERMITTED WITHDRAWALS FROM CUSTODIAL ACCOUNT...............................................38

   SECTION 4.06       ESTABLISHMENT OF AND DEPOSITS TO ESCROW ACCOUNT............................................39

   SECTION 4.07       PERMITTED WITHDRAWALS FROM ESCROW ACCOUNT..................................................40

   SECTION 4.08       PAYMENT OF TAXES, INSURANCE AND OTHER CHARGES..............................................40

   SECTION 4.09       PROTECTION OF ACCOUNTS.....................................................................41

   SECTION 4.10       MAINTENANCE OF HAZARD INSURANCE............................................................41

   SECTION 4.11       MAINTENANCE OF MORTGAGE IMPAIRMENT INSURANCE...............................................43

   SECTION 4.12       MAINTENANCE OF FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE............................43

   SECTION 4.13       INSPECTIONS................................................................................44

   SECTION 4.14       RESTORATION OF MORTGAGED PROPERTY..........................................................44

   SECTION 4.15       MAINTENANCE OF PMI AND LPMI POLICY; CLAIMS.................................................45

                                       -i-
<PAGE>

   SECTION 4.16       TITLE, MANAGEMENT AND DISPOSITION OF REO PROPERTY..........................................46

   SECTION 4.17       REAL ESTATE OWNED REPORTS..................................................................47

   SECTION 4.18       LIQUIDATION REPORTS........................................................................48

   SECTION 4.19       REPORTS OF FORECLOSURES AND ABANDONMENTS OF MORTGAGED PROPERTY.............................48

   SECTION 4.20       NOTIFICATION OF ADJUSTMENTS................................................................49

   SECTION 4.21       COMPLIANCE WITH REMIC PROVISIONS...........................................................49

ARTICLE V PAYMENTS TO PURCHASER.................................................................................49

   SECTION 5.01       REMITTANCES................................................................................49

   SECTION 5.02       STATEMENTS TO PURCHASER....................................................................50

   SECTION 5.03       MONTHLY ADVANCES BY COMPANY................................................................50

ARTICLE VI GENERAL SERVICING PROCEDURES.........................................................................51

   SECTION 6.01       TRANSFERS OF MORTGAGED PROPERTY............................................................51

   SECTION 6.02       SATISFACTION OF MORTGAGES AND RELEASE OF MORTGAGE FILES....................................51

   SECTION 6.03       SERVICING COMPENSATION.....................................................................52

   SECTION 6.04       ANNUAL STATEMENT AS TO COMPLIANCE..........................................................52

   SECTION 6.05       ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT....................................52

   SECTION 6.06       RIGHT TO EXAMINE COMPANY RECORDS...........................................................53

ARTICLE VII AGENCY TRANSFER; PASS-THROUGH TRANSFER..............................................................53

   SECTION 7.01       REMOVAL OF MORTGAGE LOANS FROM INCLUSION UNDER THIS AGREEMENT UPON AN AGENCY TRANSFER,
   WHOLE-LOAN TRANSFER OR A PASS-THROUGH TRANSFER ON ONE OR MORE RECONSTITUTION DATES............................53

   SECTION 7.02       PURCHASER'S REPURCHASE AND INDEMNIFICATION OBLIGATIONS.....................................54

ARTICLE VIII COMPANY TO COOPERATE...............................................................................55

   SECTION 8.01       PROVISION OF INFORMATION...................................................................55

   SECTION 8.02       FINANCIAL STATEMENTS; SERVICING FACILITY...................................................56

ARTICLE IX THE COMPANY..........................................................................................56

   SECTION 9.01       INDEMNIFICATION; THIRD PARTY CLAIMS........................................................56

   SECTION 9.02       MERGER OR CONSOLIDATION OF THE COMPANY.....................................................57

   SECTION 9.03       LIMITATION ON LIABILITY OF COMPANY AND OTHERS..............................................57

   SECTION 9.04       LIMITATION ON RESIGNATION AND ASSIGNMENT BY COMPANY........................................58

ARTICLE X DEFAULT................................................................................................59

   SECTION 10.01        EVENTS OF DEFAULT........................................................................59

   SECTION 10.02        WAIVER OF DEFAULTS.......................................................................60

                                     -ii-
<PAGE>

ARTICLE XI TERMINATION..........................................................................................60

   SECTION 11.01        TERMINATION..............................................................................60

   SECTION 11.02        TERMINATION WITHOUT CAUSE................................................................60

ARTICLE XII MISCELLANEOUS PROVISIONS............................................................................61

   SECTION 12.01        SUCCESSOR TO COMPANY.....................................................................61

   SECTION 12.02        AMENDMENT................................................................................62

   SECTION 12.03        GOVERNING LAW............................................................................62

   SECTION 12.04        DURATION OF AGREEMENT....................................................................62

   SECTION 12.05        NOTICES..................................................................................62

   SECTION 12.06        SEVERABILITY OF PROVISIONS...............................................................63

   SECTION 12.07        RELATIONSHIP OF PARTIES..................................................................63

   SECTION 12.08        EXECUTION; SUCCESSORS AND ASSIGNS........................................................63

   SECTION 12.09        RECORDATION OF ASSIGNMENTS OF MORTGAGE...................................................63

   SECTION 12.10        ASSIGNMENT BY PURCHASER..................................................................64

   SECTION 12.11        NO PERSONAL SOLICITATION.................................................................64

   SECTION 12.16        ENTIRE AGREEMENT.........................................................................65
</TABLE>





                                     -iii-

<PAGE>





<TABLE>
<CAPTION>
                                    EXHIBITS

<S>                        <C>
EXHIBIT A                  MORTGAGE LOAN SCHEDULE
EXHIBIT B                  CONTENTS OF EACH MORTGAGE FILE
EXHIBIT C                  MORTGAGE LOAN DOCUMENTS
EXHIBIT D-1                FORM OF CUSTODIAL ACCOUNT
                           CERTIFICATION
EXHIBIT D-2                FORM OF CUSTODIAL ACCOUNT
                           LETTER AGREEMENT
EXHIBIT E-1                FORM OF ESCROW ACCOUNT CERTIFICATION
EXHIBIT E-2                FORM OF ESCROW ACCOUNT
                           LETTER AGREEMENT
EXHIBIT F                  FORM OF MONTHLY REMITTANCE ADVICE
EXHIBIT G                  RESERVED
EXHIBIT H                  UNDERWRITING GUIDELINES
EXHIBIT I                  COMPANY'S OFFICER'S CERTIFICATE
EXHIBIT J                  FORM OF OPINION OF COUNSEL TO THE COMPANY
EXHIBIT K                  SECURITY RELEASE CERTIFICATION
EXHIBIT L                  ASSIGNMENT AND CONVEYANCE

</TABLE>


<PAGE>







                  This is a Master Seller's Warranties and Servicing Agreement
for conventional fixed rate and adjustable rate residential first lien mortgage
loans, dated and effective as of September 1, 2003, and is executed between
Citigroup Global Markets Realty Corp. as purchaser (the "PURCHASER"), and
National City Mortgage Co., as seller and servicer (the "COMPANY").


                              W I T N E S S E T H:


                  WHEREAS, the Purchaser may agree to purchase, from time to
time, from the Company and the Company desires to sell, from time to time, to
the Purchaser certain Mortgage Loans;


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


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


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

                                   ARTICLE I

                                   DEFINITIONS
                                   -----------

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

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

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

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


<PAGE>

                  AGREEMENT: This Master Seller's Warranties and Servicing
Agreement and all amendments hereof and supplements hereto.

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

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

                  APPRAISED VALUE: The value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the value of the
Mortgaged Property.

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

                  APPROVED FLOOD POLICY INSURER: an insurer that meets the
guidelines of the Federal Insurance Administration.

                  APPROVED TAX SERVICE CONTRACT PROVIDER: Any of the following
providers: First American, TransAmerica, Lereta or Fidelity

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

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

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

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

                  CLOSING DATE: The date or dates set forth on the related Trade
Confirmation on which the Purchaser from time to time shall purchase and the
Company from time to time shall sell, the Mortgage Loans listed on the related
Mortgage Loan Schedule.

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

                  COMBINED LTV OR CLTV: With respect to any Mortgage Loan, the
ratio of the Stated Principal Balance of the Mortgage Loan and any other
mortgage loan which is secured by a lien on the related Mortgage Property as of
the related Cut-off Date (unless otherwise indicated) to the lesser of (a) the
Appraised Value of the Mortgaged Property and (b) if the



                                     - 2 -
<PAGE>

Mortgage Loan was made to finance the acquisition of the related Mortgaged
Property, the purchase price of the Mortgaged Property, expressed as a
percentage.

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

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

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

                  CUSTODIAL ACCOUNT: The separate account or accounts created
and maintained pursuant to Section 4.04.

                  CUSTODIAL AGREEMENT: That certain Custodial Agreement, dated
as of June 24, 2002, by and between the Purchaser and Salomon Brothers Realty
Corp.

                  CUSTODIAN: The Custodian under the Custodial Agreement, or its
successor in interest or assigns or any successor to the Custodian under the
Custodial Agreement as provided therein.

                  CUT-OFF DATE: The date set forth on the related Trade
Confirmation.

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

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

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

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

                                     - 3 -
<PAGE>

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

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

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

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

                  ERRORS AND OMISSIONS INSURANCE POLICY: An errors and omissions
insurance policy to be maintained by the Company pursuant to Section 4.12.

                  ESCROW ACCOUNT: The separate account or accounts created and
maintained pursuant to Section 4.06.

                  ESCROW PAYMENTS: With respect to any Mortgage Loan, the
amounts constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed by
the Mortgagor with the mortgagee pursuant to the Mortgage or any other related
document.

                  EVENT OF DEFAULT: Any one of the conditions or circumstances
enumerated in Section 10.01.

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


                                     - 4 -
<PAGE>

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

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

                  FIDELITY BOND: A fidelity bond to be maintained by the Company
pursuant to Section 4.12.

                  FIRST REMITTANCE DATE:  October 20, 2003.

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

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

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

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

                  INSURANCE PROCEEDS: With respect to each Mortgage Loan,
proceeds of insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.

                  LIQUIDATION PROCEEDS: Cash received in connection with the
liquidation of a defaulted Mortgage Loan, whether through the sale or assignment
of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the
sale of the related Mortgaged Property if the Mortgaged Property is acquired in
satisfaction of the Mortgage Loan.

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

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

                                     - 5 -
<PAGE>

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

                  LPMI LOAN:  A Mortgage Loan with a LPMI Policy.

                  LPMI POLICY: A policy of primary mortgage guaranty insurance
issued by another Qualified Insurer pursuant to which the related premium is to
be paid by the Servicer of the related Mortgage Loan from payments of interest
made by the Mortgagor in an amount as is set forth in the related Trade
Confirmation and related Mortgage Loan Schedule.

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

                  MINIMUM MORTGAGE INTEREST RATE: With respect to each Mortgage
Loan, a rate that is set forth on the related Mortgage Loan Schedule and in the
related Mortgage Note and is the minimum interest rate to which the Mortgage
Interest Rate on such Mortgage Loan may be decreased on any Adjustment Date.

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

                  MONTHLY PAYMENT: The scheduled monthly payment of principal
and interest on a Mortgage Loan.

                  MORTGAGE: The mortgage, deed of trust or other instrument
securing a Mortgage Note, which creates a first lien on an unsubordinated estate
in fee simple or leasehold estate in real property securing the Mortgage Note.

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

                  MORTGAGE IMPAIRMENT INSURANCE POLICY: A mortgage impairment or
blanket hazard insurance policy as described in Section 4.11.

                  MORTGAGE INTEREST RATE:  The annual rate of interest borne on
a Mortgage Note.

                  MORTGAGE LOAN: Each first lien, residential loan, which is the
subject of this Agreement, originally sold and subject to this Agreement being
identified on the related Mortgage Loan Schedule, which Mortgage Loan includes
without limitation the Mortgage File, the Monthly Payments, Principal
Prepayments, Liquidation Proceeds, Condemnation Proceeds,

                                     - 6 -
<PAGE>

Insurance Proceeds, REO Disposition Proceeds and all other rights, benefits,
proceeds and obligations arising from or in connection with such Mortgage Loan.

                  MORTGAGE LOAN DOCUMENTS:  The documents listed in EXHIBIT C-1
hereto.

                  MORTGAGE LOAN PACKAGE: A pool of Mortgage Loans sold to the
Purchaser by the Company on a Closing Date.

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

                  MORTGAGE LOAN SCHEDULE: With respect to each Mortgage Loan
Package, a schedule of Mortgage Loans annexed to the related Assignment and
Conveyance and annexed hereto as EXHIBIT A, such schedule setting forth the
following information with respect to each Mortgage Loan: (1) the Company's
Mortgage Loan identifying number; (2) the Mortgagor's and Co-Mortgagor's name;
(3) the street address of the Mortgaged Property including the city, state,
county, and the zip code; (4) the lot, block, and section numbers of the
Mortgaged Property; (5) a code indicating whether the loan was originated
through a correspondent, retail, or wholesale channel; (6) the broker
identification number; (7) a code indicating whether the Mortgaged Property is a
single family residence, a 2-4 family dwelling, a PUD, a townhouse or a unit in
a high-rise or low-rise condominium project; (8) the year in which the Mortgaged
Property was built; (9) the number of units for all Mortgaged Properties; (10)
the number of bedrooms and rents by unit; (11) the original months to maturity
or the remaining months to maturity from the related Cut-off Date, in any case
based on the original amortization schedule, and if different, the maturity
expressed in the same manner but based on the actual amortization schedule; (12)
a code indicating the lien status of the Mortgage Loan; (13) the Loan to Value
Ratio at origination; (14) the Combined Loan to Value Ratio at origination, if
applicable; (15) the Appraised Value and purchase price, if applicable, of the
Mortgaged Property; (16) the Mortgage Interest Rate at the time of origination;
(17) the Mortgage Interest Rate as of the related Cut-off Date; (18) the
application date of the Mortgage Loan; (19) the Mortgage Loan
approval/commitment date; (20) the origination date of the Mortgage Loan; (21)
the first payment date of the Mortgage Loan; (22) the stated maturity date of
the Mortgage Loan; (23) the amount of the Monthly Payment as of the related
Cut-off Date; (24) the amount of the Monthly Payment at the time of origination;
(25) the next actual Due Date of the Mortgage Loan; (26) a twelve month history
for the Mortgage Loan and the number of times thirty, sixty, and ninety days
delinquent in the past twelve months; (27) a code indicating the payment status
of the Mortgage Loan (i.e. bankruptcy, foreclosure, REO); (28) a twelve month
history for the prior Mortgage Loan and the number of times thirty, sixty, and
ninety days delinquent in the past twelve months; (29) the original principal
amount of the Mortgage Loan; (30) the original principal amount of any senior
Mortgage Loans; (31) the actual principal balance of the Mortgage Loan as of the
close of business on the related Cut-off Date, after deduction of payments of
principal actually collected on or before the related Cut-off Date; (32) the
scheduled principal balance of the Mortgage Loan as of the close of business on
the related Cut-off Date; after deduction of payments of principal due on or
before the related Cut-off Date, whether or not collected, if applicable; (33)
the Mortgage Loan purpose type; (34) the occupancy status of the Mortgaged
Property at the time of origination; (35) the Mortgagor's and Co-Mortgagor's
FICO score; (36) a code indicating the



                                     - 7 -
<PAGE>

mortgage insurance provider (PMI or LPMI) and percent of coverage, if
applicable; (37) the mortgage insurance certificate number; a code indicating
the method of payment for mortgage insurance premiums and cost (LPMI), if
applicable; (38) the loan documentation type; (39) the back-end debt to income
ratio; (40) number of Mortgagors; (41) Mortgagor Social Security Number; (42)
co-Mortgagor Social Security Number; (43) Mortgagor date of birth; (44)
co-Mortgagor date of birth; (45) Mortgagor gender; (46) co-Mortgagor gender;
(47) Mortgagor race; (48) co-Mortgagor race; (49) combined annual income; (50) a
code indicating first time buyer; (51) the monthly Servicing Fee, if provided;
(52) the tax service contract provider; (53) the flood insurance certification
contract provider; (54) the monthly tax and insurance payment; and (55) the
escrow balance as of the Cut-Off Date; (56) the first Adjustment Date and the
Adjustment Date frequency; (57) the Gross Margin; (58) the Maximum Mortgage
Interest Rate under the terms of the Mortgage Note; (59) the Minimum Mortgage
Interest Rate under the terms of the Mortgage Note; (60) the Initial Rate Cap
and Periodic Rate Cap; (61) the first Adjustment Date immediately following
origination and the related Cut-off Date; (62) the Index; (63) a code indicating
whether the type of adjustable rate mortgage loan (i.e. 3/1, 5/1/7/1, etc); (64)
the Lifetime Rate Cap; and (65) a code indicating whether the Mortgage Loan I a
Convertible Mortgage Loan.. With respect to the Mortgage Loans in each Mortgage
Loan Package in the aggregate, the related Mortgage Loan Schedule shall set
forth the following information, as of the related Cut-off Date: (1) the number
of Mortgage Loans; (2) the current aggregate outstanding principal balance of
the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the
Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans.

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

                  MORTGAGED PROPERTY: The real property, ownership to be in fee
simple, improved by a residential dwelling, securing repayment of the debt
evidenced by a Mortgage Note.

                  MORTGAGOR:  The obligor on a Mortgage Note.

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

                  OPINION OF COUNSEL: A written opinion of counsel, who may be
an employee of the Company, reasonably acceptable to the Purchaser.

                  PASS-THROUGH TRANSFER: The sale or transfer of some or all of
the Mortgage Loans to a trust to be formed as part of a publicly-issued and/or
privately placed, rated or unrated, mortgage pass-through transaction.

                  PERIODIC RATE CAP: With respect to each Mortgage Loan and any
Adjustment Date therefor, a number of percentage points that is set forth in the
related Mortgage Loan Schedule and in the related Mortgage Note, which is the
maximum amount by which the Mortgage Interest Rate for such Mortgage Loan may
increase (without regard to the Maximum Mortgage Interest Rate) or decrease
(without regard to the Minimum Mortgage Interest Rate) on



                                     - 8 -
<PAGE>

such Adjustment Date from the Mortgage Interest Rate in effect immediately prior
to such Adjustment Date, which may be a different amount with respect to the
first Adjustment Date.

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

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

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

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

                  PRIME RATE: The prime rate announced to be in effect from time
to time, as published as the average rate in the "Money Rates" section of THE
WALL STREET JOURNAL.

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

                  PRINCIPAL PREPAYMENT PERIOD: The month preceding the month in
which the related Remittance Date occurs.

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

                  PURCHASE PRICE PERCENTAGE: The percentage of par used to
calculate the purchase price for the Mortgage Loans as set forth in the related
Trade Confirmation.

                  PURCHASER: Salomon Brothers Realty Corp. or its successor in
interest or any successor to the Purchaser under this Agreement as herein
provided.

                  QUALIFIED DEPOSITORY: A depository the accounts of which are
insured by the FDIC through the BIF or the SAIF and the debt obligations of
which are rated AA or better by Standard & Poor's Corporation.

                                     - 9 -
<PAGE>

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

                  QUALIFIED SUBSTITUTE MORTGAGE LOAN: A mortgage loan eligible
to be substituted by the Company for a Deleted Mortgage Loan which must, on the
date of such substitution, (i) have an outstanding principal balance, after
deduction of all scheduled payments due in the month of substitution (or in the
case of a substitution of more than one mortgage loan for a Deleted Mortgage
Loan, an aggregate principal balance), not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) have a Mortgage Loan Remittance Rate
not less than and not more than 2% greater than the Mortgage Loan Remittance
Rate of the Deleted Mortgage Loan; (iii) have a remaining term to maturity not
greater than and not more than one year less than that of the Deleted Mortgage
Loan; and (iv) comply with each representation and warranty set forth in
Sections 3.01 and 3.02.

                  RATING AGENCY: Any of Fitch, Moody's Investors Service, Inc.
or Standard & Poor's Ratings Group or their respective successors designated by
the Purchaser.

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

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

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

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

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

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

                                     - 10 -
<PAGE>

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

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

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

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

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

                  SERVICING FEE: With respect to each Mortgage Loan, the amount
of the annual fee the Purchaser shall pay to the Company, which shall, for a
period of one full month, be equal to one-twelfth of the product of (a) the
Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage
Loan. Such fee shall be payable monthly, computed on the basis of the same
principal amount and period respecting which any related interest payment on a
Mortgage Loan is computed. The obligation of the Purchaser to pay the Servicing
Fee is limited to, and the Servicing Fee is payable solely from, the interest
portion (including recoveries with respect to interest from Liquidation
Proceeds, to the extent permitted by Section 4.05) of such Monthly Payment
collected by the Company, or as otherwise provided under Section 4.05.

                  SERVICING FEE RATE: The per annum rate set forth on the
Mortgage Loan Schedule.

                  SERVICING FILE: With respect to each Mortgage Loan, the file
retained by the Company consisting of originals of all documents in the Mortgage
File which are not delivered to the Custodian and copies of the Mortgage Loan
Documents listed in EXHIBIT C-1 the originals of which are delivered to the
Custodian pursuant to Section 2.01.

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

                                     - 11 -
<PAGE>

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

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

                  SUBSERVICING AGREEMENT: An agreement between the Company and a
Subservicer for the servicing of the Mortgage Loans.

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

                  UGI: United Guaranty Residential Insurance Company or any
successor thereto.

                  UNDERWRITING GUIDELINES: The underwriting guidelines of the
Company with respect to jumbo prime Mortgage Loans, attached hereto as EXHIBIT
H.

                  WHOLE LOAN TRANSFER: The sale or transfer of some or all of
the Mortgage Loans to third parties pursuant to a Reconstitution Agreement,
other than a Pass-Through Transfer or an Agency Transfer.


                                   ARTICLE II

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

                  Section 2.01 CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF
                               MORTGAGE FILES; MAINTENANCE OF SERVICING FILES.

                  The Company, simultaneously with the payment of the Purchase
Price shall execute and deliver to the Purchaser an Assignment and Conveyance
with respect to the related Mortgage Loan Package in the form attached hereto as
EXHIBIT L. Pursuant to Section 2.03, on or prior to the related Closing Date the
Company shall have delivered the Mortgage Loan Documents for each Mortgage Loan
in the Mortgage Loan Package to the Custodian.

                  The contents of each Mortgage File not delivered to the
Custodian are and shall be held in trust by the Company for the benefit of the
Purchaser as the owner thereof. The

                                     - 12 -
<PAGE>

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

                  Section 2.02 PURCHASE PRICE.

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

                  Section 2.03 BOOKS AND RECORDS; TRANSFERS OF MORTGAGE LOANS.

                  From and after each sale of the Mortgage Loans to the
Purchaser all rights arising out of the Mortgage Loans in a Mortgage Loan
Package including but not limited to all funds received on or in connection with
the Mortgage Loans, shall be received and held by the Company in trust for the
benefit of the Purchaser as owner of such Mortgage Loans, and the



                                     - 13 -
<PAGE>

Company shall retain record title to the related Mortgages for the sole purpose
of facilitating the servicing and the supervision of the servicing of the
Mortgage Loans.

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

                  The Company shall maintain with respect to each Mortgage Loan
and shall make available for inspection by any Purchaser or its designee the
related Servicing File during the time the Purchaser retains ownership of a
Mortgage Loan and thereafter in accordance with applicable laws and regulations.

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


                                     - 14 -
<PAGE>


Section 2.04 DELIVERY OF DOCUMENTS

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

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

                  The Company shall forward to the Custodian original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one
week of their execution, provided, however, that the Company shall provide the
Custodian with a certified true copy of any such document submitted for
recordation within one week of its execution, and shall provide the original of
any document submitted for recordation or a copy of such document certified by
the appropriate public recording office to be a true and complete copy of the
original within sixty days of its submission for recordation.
Section 2.05      CLOSING DOCUMENTS.

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

                    (i)  this Agreement, in four counterparts;

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

                    (iii) an Opinion of Counsel to the Company, in the form of
                         EXHIBIT J hereto;

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

                    (i)  the related Trade Confirmation;

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

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

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

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

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

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES;
                               REMEDIES AND BREACH

                  Section 3.01 COMPANY REPRESENTATIONS AND WARRANTIES.

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

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

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

                                     - 16 -
<PAGE>


                  (c) NO CONFLICTS. Neither the execution and delivery of this
Agreement, the acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage Loans to the Purchaser or the transactions contemplated hereby, nor the
fulfillment of or compliance with the terms and conditions of this Agreement,
will conflict with or result in a breach of any of the terms, conditions or
provisions of the Company's charter or by-laws or any legal restriction or any
agreement or instrument to which the Company is now a party or by which it is
bound, or constitute a default or result in an acceleration under any of the
foregoing, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject, or impair
the ability of the Purchaser to realize on the Mortgage Loans, or impair the
value of the Mortgage Loans;

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

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

                  (f) ABILITY TO PERFORM. The Company does not believe, nor does
it have any reason or cause to believe, that it cannot perform each and every
covenant contained in this Agreement. The Company is solvent and will not be
rendered insolvent by the consummation of the transactions contemplated hereby.
The sale of the Mortgage Loans is not undertaken to hinder, delay or defraud any
of the Company's creditors;

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

                  (h) NO CONSENT REQUIRED. No consent, approval, authorization
or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Company of or compliance by the
Company with this Agreement or the sale of the Mortgage



                                     - 17 -
<PAGE>

Loans as evidenced by the consummation of the transactions contemplated by this
Agreement, or if required, such approval has been obtained prior to the related
Closing Date;

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

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

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

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

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

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

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

                                     - 18 -
<PAGE>

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

                  Section 3.02 REPRESENTATIONS AND WARRANTIES REGARDING
                               INDIVIDUAL MORTGAGE LOANS.

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

                  (a) MORTGAGE LOANS AS DESCRIBED. The information set forth in
the related Mortgage Loan Schedule is complete, true and correct;

                  (b) PAYMENTS CURRENT. All payments required to be made up to
the related Closing Date for the Mortgage Loan under the terms of the Mortgage
Note have been made and credited. No payment required under the Mortgage Loan
has been 30 or more days delinquent at any time in the past 12 months preceding
the related Closing Date. The first three Monthly Payments shall be made with
respect to the Mortgage Loan within the month in which it is due, all in
accordance with the terms of the related Mortgage Note;


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

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

                  (e) NO DEFENSES. The Mortgage Loan is not subject to any right
of rescission, set-off, counterclaim or defense, including without limitation
the defense of usury, nor will the



                                     - 19 -
<PAGE>

operation of any of the terms of the Mortgage Note or the Mortgage, or the
exercise of any right thereunder, render either the Mortgage Note or the
Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including without limitation the
defense of usury, and no such right of rescission, set-off, counterclaim or
defense has been asserted with respect thereto, and no Mortgagor was a debtor in
any state or federal bankruptcy or insolvency proceeding at the time the
Mortgage Loan was originated;

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

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

                  (h) NO SATISFACTION OF MORTGAGE. The Mortgage has not been
satisfied, canceled, subordinated or rescinded, in whole or in part, and the
Mortgaged Property has not been released from the lien of the Mortgage, in whole
or in part, nor has any instrument been executed that would effect any such
release, cancellation, subordination or rescission. The Company has not waived
the performance by the Mortgagor of any action, if the Mortgagor's failure to
perform

                                     - 20 -
<PAGE>

such action would cause the Mortgage Loan to be in default, nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;

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


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

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

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

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

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

                  (k) VALIDITY OF MORTGAGE DOCUMENTS. The Mortgage Note and the
Mortgage are genuine, and each is the legal, valid and binding obligation of the
maker thereof enforceable in accordance with its terms. All parties to the
Mortgage Note and the Mortgage and any other related agreement had legal
capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage
Note and the Mortgage and any other related agreement, and the Mortgage Note and
the Mortgage have been duly and properly executed by such parties. The
documents,

                                     - 21 -
<PAGE>

instruments and agreements submitted for loan underwriting were not falsified
and contain no untrue statement of material fact or omit to state a material
fact required to be stated therein or necessary to make the information and
statements therein not misleading. No fraud was committed in connection with the
origination of the Mortgage Loan. The Company has reviewed all of the documents
constituting the Servicing File and has made such inquiries as it deems
necessary to make and confirm the accuracy of the representations set forth
herein;

No misrepresentation, negligence, fraud or similar occurrence with respect to a
Mortgage Loan has taken place on the part of any person, including without
limitation the Mortgagor, any appraiser, any builder or developer, or any other
party involved in the origination of the Mortgage Loan or in the application of
any insurance in relation to such Mortgage Loan.

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

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

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

                  (o) LTV, PMI POLICY. No Mortgage Loan has a LTV equal to or
greater than 95%. The original LTV of the Mortgage Loan either was not more than
80% or (i) the excess over 75% is and will be insured as to payment defaults by
a PMI Policy until the LTV of such Mortgage Loan is reduced to 80%, or (ii) is
subject to an LPMI Policy, which will stay in effect for the life of the
Mortgage Loan. All provisions of such PMI Policy have been and are being
complied with, such policy is in full force and effect, and all premiums due
thereunder have been paid. No action, inaction, or event has occurred and no
state of facts exists that has, or will result in the exclusion from, denial of,
or defense to coverage. Any Mortgage Loan subject to a PMI Policy obligates the
Mortgagor thereunder to maintain the PMI Policy and to pay all premiums and
charges in connection therewith; provided, that, with respect to LPMI Loans, the
related Servicer is obligated thereunder to maintain the LPMI Policy and to pay
all premiums and
                                     - 22 -
<PAGE>


charges in connection therewith. The Mortgage Interest Rate for the Mortgage
Loan as set forth on the related Mortgage Loan Schedule is net of any such
insurance premium;

                  (p) TITLE INSURANCE. The Mortgage Loan is covered by either
(i) an attorney's opinion of title and abstract of title the form and substance
of which is acceptable to mortgage lending institutions making mortgage loans in
the area where the Mortgaged Property is located or (ii) an ALTA lender's title
insurance policy or other generally acceptable form of policy of insurance
acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to
Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where
the Mortgaged Property is located, insuring the Company, its successors and
assigns, as to the first priority lien of the Mortgage in the original principal
amount of the Mortgage Loan (or to the extent that a Mortgage Note provides for
negative amortization, the maximum amount of negative amortization in accordance
with the Mortgage), subject only to the exceptions contained in clauses (1), (2)
and (3) of paragraph (j) of this Section 3.02. Where required by state law or
regulation, the Mortgagor has been given the opportunity to choose the carrier
of the required mortgage title insurance. Additionally, such lender's title
insurance policy affirmatively insures ingress and egress, and against
encroachments by or upon the Mortgaged Property or any interest therein. The
Company is the sole insured of such lender's title insurance policy, and such
lender's title insurance policy is in full force and effect and will be in force
and effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such lender's title insurance policy,
and no prior holder of the Mortgage, including the Company, has done, by act or
omission, anything which would impair the coverage of such lender's title
insurance policy including without limitation, no unlawful fee, commission,
kickback or other unlawful compensation or value of any kind has been or will be
received, retained or realized by any attorney, firm or other person or entity,
and no such unlawful items have been received, retained or realized by the
Company;

                  (q) NO DEFAULTS. There is no default, breach, violation or
event of acceleration existing under the Mortgage or the Mortgage Note and no
event which, with the passage of time or with notice and the expiration of any
grace or cure period, would constitute a default, breach, violation or event of
acceleration, and neither the Company nor its predecessors have waived any
default, breach, violation or event of acceleration;

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

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

                  (t) ORIGINATION: PAYMENT TERMS. Such Mortgage Loan was
originated by the Seller, a credit union, a savings and loan association, a
savings bank, a commercial bank, a



                                     - 23 -
<PAGE>

mortgage banking Seller or a similar banking institution which is supervised and
examined by a federal or state credit union or banking authority, or is a
mortgagee approved by HUD, or is a correspondent approved by National City
Mortgage Co. and has not been sold to any Person other than the Seller and the
Purchaser, except as evidenced by an Assignment of Mortgage. The Mortgage
Interest Rate is the fixed interest rate set forth in the Mortgage Note. The
Mortgage Note is payable each month in equal monthly installments of principal
and interest, with interest calculated and payable in arrears, sufficient to
amortize the Mortgage Loan fully by the stated maturity date, over an original
term of not more than thirty years from commencement of amortization. There is
no negative amortization;

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


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

                  (w) OCCUPANCY OF THE MORTGAGED PROPERTY. As of the related
Closing Date the Mortgaged Property is lawfully occupied under applicable law.
All inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with respect to
the use and occupancy of the same, including but not limited to certificates of
occupancy and fire underwriting certificates, have been made or obtained from
the appropriate authorities. Except as otherwise stated on the Mortgage Loan
Schedule, the Mortgagor represented at the time of origination of the Mortgage
Loan that the Mortgagor would occupy the Mortgaged Property as the Mortgagor's
primary residence;

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


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

                                     - 24 -
<PAGE>

                  (z) ACCEPTABLE INVESTMENT. The Company has no knowledge of any
circumstances or conditions with respect to the Mortgage, the Mortgaged
Property, the Mortgagor or the Mortgagor's credit standing that can reasonably
be expected to cause private institutional investors to regard the Mortgage Loan
as an unacceptable investment, cause the Mortgage Loan to become delinquent, or
adversely affect the value or marketability of the Mortgage Loan;

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

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

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

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

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

                  (ff) MORTGAGED PROPERTY UNDAMAGED. There is no proceeding
pending or, to the best of the Company's knowledge, threatened for the total or
partial condemnation of the Mortgaged Property. The Mortgaged Property is
undamaged by waste, fire, earthquake or earth movement, windstorm, flood,
tornado or other casualty so as to affect adversely the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the premises
were intended; and

                  (gg) COLLECTION PRACTICES; ESCROW DEPOSITS. The origination,
servicing and collection practices used with respect to the Mortgage Loan have
been in accordance with Accepted Servicing Practices, and have been in all
respects in compliance with all applicable



                                     - 25 -
<PAGE>

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

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

                  (ii) SOLDIERS' AND SAILORS' RELIEF ACT. The Mortgagor has not
notified the Company, and the Company has no knowledge of any relief requested
or allowed to the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of
1940;

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

                  (kk) INSURANCE. The Company has caused or will cause to be
performed any and all acts required to preserve the rights and remedies of the
Purchaser in any insurance policies applicable to the Mortgage Loans including,
without limitation, any necessary notifications of insurers, assignments of
policies or interests therein, and establishments of coinsured, joint loss payee
and mortgagee rights in favor of the Purchaser; No action, inaction, or event
has occurred and no state of fact exists or has existed that has resulted or
will result in the exclusion from, denial of, or defense to coverage under any
applicable pool insurance policy, special hazard insurance policy, PMI Policy or
bankruptcy bond, irrespective of the cause of such failure of coverage. In
connection with the placement of any such insurance, no commission, fee, or
other compensation has been or will be received by the Company or any designee
of the Company or any corporation in which the Company or any officer, director,
or employee had a financial interest at the time of placement of such insurance;

                                     - 26 -
<PAGE>

                  (ll) REGARDING THE MORTGAGOR. The Mortgagor is one or more
natural persons and/or trustees for an Illinois land trust or a trustee under a
"living trust" and such "living trust" is in compliance with Fannie Mae
guidelines for such trusts; (mm) HIGH COST LOANS. No Mortgage Loan is (a)
subject to the provisions of the Homeownership and Equity Protection Act of 1994
as amended ("HOEPA"), (b) a "high cost" mortgage loan, "covered" mortgage loan
or "predatory" mortgage loan or any other comparable term, no matter how
defined, under any federal, state or local law, or (c) subject to any comparable
federal, state or local statutes or regulations, including, without limitation,
the provisions of the Georgia Fair Lending Act, the City of Oakland, California
Anti-Predatory Lending Ordinance No. 12361 or any other statute or regulation
providing assignee liability to holders of such mortgage loans. The total
combined points and fees charged in connection with the origination of the
Mortgage Loan does not exceed 8% of the original principal balance of the
Mortgage Loan;;

                  (nn) SIMPLE INTEREST MORTGAGE LOANS. None of the Mortgage
Loans are simple interest Mortgage Loans; (oo) SINGLE PREMIUM CREDIT LIFE
INSURANCE. None of the proceeds of the Mortgage Loan were used to finance
single-premium credit life insurance policies;

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

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

                  (rr) FICO SCORES. Each Mortgage Loan has a non-zero FICO
score;

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

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

                                     - 27 -
<PAGE>

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

                  (vv) PAYMENT IN FULL: No Mortgage Loan will be paid in full on
or prior to the related Closing Date; (ww) DELINQUENCY INFORMATION. The
information delivered by the Seller to the Purchaser with respect to the
Seller's loan loss, foreclosure and delinquency experience for the twelve (12)
months immediately preceding the Initial Closing Date on mortgage loans
underwritten to the same standards as the Mortgage Loans and covering mortgaged
properties similar to the Mortgaged Properties, is true and correct in all
material respects;

                  (xx) The Mortgage Note, the Mortgage, the Assignment of
Mortgage and any other documents required to be delivered with respect to each
Mortgage Loan pursuant; have been delivered in compliance with the specific
requirements hereof. With respect to each Mortgage Loan, the Company is in
possession of a complete Mortgage File in compliance with Exhibit B, except for
such documents as have been delivered to the Custodian;

                  (yy) Interest Rate. Interest on each Mortgage Loan is
calculated on the basis of a 360-day year consisting of twelve 30-day months;

                  (zz) Advances: No Buydowns; No Graduated Payments. No Mortgage
Loan contains provisions pursuant to which Monthly payments are (a) paid or
partially paid with funds deposited in any separate account established by the
Company, the Mortgagor or (c) contains any other similar provisions which may
constitute a "buydown" provision. The Mortgage Loan is not a graduated payment
mortgage loan and the Mortgage Loan does not have a shared appreciation or other
contingent interest feature. No Mortgage Loan has a balloon payment feature. No
Mortgage Loan has a balloon payment feature;

                  (aaa) Construction Loan. No Mortgage Loan was made in
connection with (a) the construction or rehabilitation of a Mortgaged Property
or (b) facilitating the trade in or exchange of a Mortgaged Property;

                                     - 28 -
<PAGE>

                  (bbb) No predatory, abusive or deceptive lending practices,
including but not limited to, the extension of credit to a mortgagor without
regard for the mortgagor's ability to repay the Mortgage Loan and the extension
of credit to a mortgagor which has no apparent benefit to the mortgagor, were
employed in connection with the origination of the Mortgage Loan;

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

                  (ddd) If applicable to the Company or any subsequent Owner,
the Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine,
Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly
licensed entity, and in all other respects, complies with all of the material
requirements of any such applicable laws;

                  (eee) The information set forth in the Prepayment Charge
Schedule is complete, true and correct in all material respects and each
Prepayment Charge is permissible, enforceable and collectable under applicable
federal and state law;


                  (fff) If applicable to the Company or any subsequent Owner,
except as set forth on the related Mortgage Loan Schedule, none of the Mortgage
Loans are subject to a prepayment penalty. For any Mortgage Loan originated
prior to October 1, 2002 that is subject to a prepayment penalty, such
prepayment penalty does not extend beyond five years after the date of
origination. For any Mortgage Loan originated on or following October 1, 2002
that is subject to a prepayment penalty, such prepayment penalty does not extend
beyond three years after the date of origination. With respect to any Mortgage
Loan that contains a provision permitting imposition of a premium upon a
prepayment prior to maturity: (i) prior to the Mortgage Loan's origination, the
Mortgagor agreed to such premium in exchange for a monetary benefit, including
but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan's
origination, the Mortgagor was offered the option of obtaining a Mortgage Loan
that did not require payment of such a premium, (iii) the prepayment premium is
disclosed to the Mortgagor in the loan documents pursuant to applicable state
and federal law, and (iv) notwithstanding any state or federal law to the
contrary, the Seller shall not impose such prepayment premium in any instance
when the mortgage debt is accelerated as the result of the Mortgagor's default
in making the loan payments;

                  (ggg) The Seller has complied with all applicable anti-money
laundering laws and regulations, including without limitation the USA Patriot
Act of 2001 (collectively, the "Anti-Money Laundering Laws"); the Seller has
established an anti-money laundering compliance program as required by the
Anti-Money Laundering Laws, has conducted the requisite due diligence in
connection with the origination of each Mortgage Loan for purposes of the
Anti-Money Laundering Laws, including with respect to the legitimacy of the
applicable

                                     - 29 -
<PAGE>

Mortgagor and the origin of the assets used by the said Mortgagor to purchase
the property in question, and maintains, and will maintain, sufficient
information to identify the applicable Mortgagor for purposes of the Anti-Money
Laundering Laws;

                  (hhh) No Mortgage Loan is secured by real property or secured
by a manufactured home located in the state of Georgia unless (x) such Mortgage
Loan was originated prior to October 1, 2002 or after March 6, 2003, or (y) the
property securing the Mortgage Loan is not, nor will be, occupied by the
Mortgagor as the Mortgagor's principal dwelling. No Mortgage Loan is a "High
Cost Home Loan" as defined in the Georgia Fair Lending Act, as amended (the
"Georgia Act"). Each Mortgage Loan that is a "Home Loan" under the Georgia Act
complies with all applicable provisions of the Georgia Act. No Mortgage Loan
secured by owner occupied real property or an owner occupied manufactured home
located in the State of Georgia was originated (or modified) on or after October
1, 2002 through and including March 6, 2003, if applicable to the Company or any
subsequent Owner;

                  (iii) If applicable to the Company or any subsequent Owner, n
o Mortgagor was encouraged or required to select a Mortgage Loan product offered
by the Mortgage Loan's originator which is a higher cost product designed for
less creditworthy borrowers, unless at the time of the Mortgage Loan's
origination, such Mortgagor did not qualify taking into account credit history
and debt to income ratios for a lower cost credit product then offered by the
Mortgage Loan's originator or any affiliate of the Mortgage Loan's originator.
If, at the time of loan application, the Mortgagor may have qualified for a for
a lower cost credit product then offered by any mortgage lending affiliate of
the Mortgage Loan's originator, the Mortgage Loan's originator referred the
Mortgagor's application to such affiliate for underwriting consideration;

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

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

Section 3.03 REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES.

                  It is understood and agreed that the representations and
warranties set forth in Sections 3.01 and 3.02 shall survive the sale of the
Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents
to the Custodian and shall inure to the benefit of the Purchaser,
notwithstanding any restrictive or qualified endorsement on any Mortgage Note or
Assignment of Mortgage or the examination or failure to examine any Mortgage
File. Upon discovery by either the Company or the Purchaser of a breach of any
of the foregoing representations and warranties which materially and adversely
affects the value of the Mortgage

                                     - 30 -
<PAGE>

Loans or the interest of the Purchaser, or which materially and adversely
affects the interests of Purchaser in the related Mortgage Loan in the case of a
representation and warranty relating to a particular Mortgage Loan (in the case
of any of the foregoing, a "BREACH"), the party discovering such Breach shall
give prompt written notice to the other.

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

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

                  At the time of repurchase or substitution, the Purchaser and
the Company shall arrange for the reassignment of the Deleted Mortgage Loan to
the Company and the delivery to the Company of any documents held by the
Custodian relating to the Deleted Mortgage Loan. In the event of a repurchase or
substitution, the Company shall, simultaneously with such reassignment, give
written notice to the Purchaser that such repurchase or substitution has taken
place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the
Deleted Mortgage Loan from this Agreement, and, in the case of substitution,
identify a Qualified Substitute Mortgage Loan and amend the related Mortgage
Loan Schedule to reflect the addition

                                     - 31 -
<PAGE>

of such Qualified Substitute Mortgage Loan to this Agreement. In connection with
any such substitution, the Company shall be deemed to have made as to such
Qualified Substitute Mortgage Loan the representations and warranties set forth
in this Agreement except that all such representations and warranties set forth
in this Agreement shall be deemed made as of the date of such substitution. The
Company shall effect such substitution by delivering to the Custodian for such
Qualified Substitute Mortgage Loan the documents required by Section 2.03, with
the Mortgage Note endorsed as required by Section 2.03. No substitution will be
made in any calendar month after the Determination Date for such month. The
Company shall deposit in the Custodial Account the Monthly Payment less the
Servicing Fee due on such Qualified Substitute Mortgage Loan or Loans in the
month following the date of such substitution. Monthly Payments due with respect
to Qualified Substitute Mortgage Loans in the month of substitution shall be
retained by the Company. For the month of substitution, distributions to
Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in
the month of substitution, and the Company shall thereafter be entitled to
retain all amounts subsequently received by the Company in respect of such
Deleted Mortgage Loan.

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

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

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

                  With respect to any Mortgage Loan, if the related Mortgagor is
30 or more days delinquent with respect to the Mortgage Loan's first or second
Monthly Payment due to the Purchaser after the related Closing Date, the Company
shall, upon receipt of notice from the

                                     - 32 -
<PAGE>

Purchaser, promptly repurchase such Mortgage Loan from the Purchaser in
accordance with this Section 3.03; provided, that no right to cure set forth
therein shall apply.

                  Section 3.04 REVIEW OF MORTGAGE LOANS.

                  From the related Closing Date until the date 30 days after the
related Closing Date, the Purchaser shall have the right to review the Mortgage
Files and obtain BPOs on the Mortgaged Properties relating to the Mortgage Loans
purchased on the related Closing Date, with the results of such BPO reviews to
be communicated to the Company for a period up to 30 days after the related
Closing Date. In addition, the Purchaser shall have the right to reject any
Mortgage Loan which in the Purchaser's sole determination (i) fails to conform
to Underwriting Guidelines, (ii) is underwritten without verification of the
Mortgagor's income and assets and there is no credit report or FICO Score, (iii)
the Purchaser deems the Mortgage Loan to not be an acceptable credit risk, or
(iv) the value of the Mortgaged Property pursuant to any BPO varies by more than
plus or minus 15% from the lesser of (A) the original appraised value of the
Mortgaged Property or (B) the purchase price of the Mortgaged Property as of the
date of origination. In the event that the Purchaser so rejects any Mortgage
Loan, the Company shall repurchase the rejected Mortgage Loan at the Repurchase
Price in the manner prescribed in Section 8(a) upon receipt of notice from the
Purchaser of the rejection of such Mortgage Loan. Any rejected Mortgage Loan
shall be removed from the terms of this Agreement. The Company shall make
available all files required by Purchaser in order to complete its review,
including all CRA/HMDA required data fields. To the extent that during the
course of the Purchaser's initial review, the Purchaser discovers that the
Mortgage Loans do not otherwise meet the Company's Underwriting Guidelines or
the terms of the Purchase Transaction, the Purchase shall have the right to
carry out additional due diligence reviews, which additional due diligence shall
be at the expense of the Company. Purchaser's decision to increase its due
diligence review or obtain additional BPO's or other property evaluations is at
its sole discretion. The additional review may be for any reason including but
not limited to credit quality, property valuations, and data integrity. Any
review performed by the Purchaser prior to the Closing Date does not limit the
Purchaser's rights or the Company's obligations under this section.

                  Section 3.05 REPURCHASE OF CONVERTIBLE MORTGAGE LOANS

In the Event the Mortgagor under any Convertible Mortgage Loan elects to convert
said Mortgage Note to a fixed interest rate Mortgage Note, as provided in said
Mortgage Note, then the Seller shall, at Purchaser's option, prior to the
effective date of said conversion, repurchase such Convertible Mortgage Loan
from the Purchaser in accordance with Section 3.03 hereof.

                                   ARTICLE IV
                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

                  Section 4.01 COMPANY TO ACT AS SERVICER.

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

                                     - 33 -
<PAGE>

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

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

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

                                     - 34 -
<PAGE>

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

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

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


                  Section 4.02 LIQUIDATION OF MORTGAGE LOANS.

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



                                     - 35 -
<PAGE>

make Monthly Advances with respect to such Mortgage Loan, pursuant to Section
5.03, and the Company's obligation to make such Monthly Advances shall terminate
on the 90th day referred to above. In such connection, the Company shall from
its own funds make all necessary and proper Servicing Advances, provided,
however, that the Company shall not be required to expend its own funds in
connection with any foreclosure or towards the restoration or preservation of
any Mortgaged Property, unless it shall determine (a) that such preservation,
restoration and/or foreclosure will increase the proceeds of liquidation of the
Mortgage Loan to Purchaser after reimbursement to itself for such expenses and
(b) that such expenses will be recoverable by it either through Liquidation
Proceeds (respecting which it shall have priority for purposes of withdrawals
from the Custodial Account pursuant to Section 4.05) or through Insurance
Proceeds (respecting which it shall have similar priority).

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

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

Section 4.03      COLLECTION OF MORTGAGE LOAN PAYMENTS.

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

                                     - 36 -
<PAGE>

                  Section 4.04 ESTABLISHMENT OF AND DEPOSITS TO CUSTODIAL
                               ACCOUNT.

                  The Company shall segregate and hold all funds collected and
received pursuant to a Mortgage Loan separate and apart from any of its own
funds and general assets and shall establish and maintain one or more Custodial
Accounts, in the form of time deposit or demand accounts, titled "National City
Mortgage Corp, as Servicer, in trust for the Purchaser of Conventional
Residential Conventional Residential Fixed Rate Mortgage Loans and various
Mortgagors". The Custodial Account shall be established with a Qualified
Depository acceptable to the Purchaser. Any funds deposited in the Custodial
Account shall at all times be fully insured to the full extent permitted under
applicable law. Funds deposited in the Custodial Account may be drawn on by the
Company in accordance with Section 4.05. The creation of any Custodial Account
shall be evidenced by a certification in the form of EXHIBIT D-1 hereto, in the
case of an account established with the Company, or by a letter agreement in the
form of EXHIBIT D-2 hereto, in the case of an account held by a depository other
than the Company. A copy of such certification or letter agreement shall be
furnished to the Purchaser and, upon request, to any subsequent Purchaser.

                  The Company shall deposit in the Custodial Account on a daily
basis, and retain therein, the following collections received by the Company and
payments made by the Company after the related Cut-off Date, (other than
payments of principal and interest due on or before the related Cut-off Date,
all payments on account of principal on the Mortgage Loans, including all
Principal Prepayments;

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

                    (ii) all Liquidation Proceeds;

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

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

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

                    (vi) any amounts payable in connection with the repurchase
               of any Mortgage Loan pursuant to Section 3.03 or 3.06 and all
               amounts required to be deposited by the Company in connection
               with a shortfall in principal amount of any Qualified Substitute
               Mortgage Loan pursuant to Section 3.03;

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

                                     - 37 -
<PAGE>

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

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

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

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

                  Section 4.05 PERMITTED WITHDRAWALS FROM CUSTODIAL ACCOUNT.

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

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

                    (ii) to reimburse itself for Monthly Advances of the
               Company's funds made pursuant to Section 5.03, the Company's
               right to reimburse itself pursuant to this subclause (ii) being
               limited to amounts received on the related Mortgage Loan which
               represent late payments of principal and/or interest respecting
               which any such advance was made, it being understood that, in the
               case of any such reimbursement, the Company's right thereto shall
               be prior to the rights of Purchaser, except that, where the
               Company is required to repurchase a Mortgage Loan pursuant to
               Section 3.03, 3.06 or 6.02, the Company's right to such
               reimbursement shall be subsequent to the payment to the Purchaser
               of the Repurchase Price pursuant to such sections and all other
               amounts required to be paid to the Purchaser with respect to such
               Mortgage Loan;

                    (iii) to reimburse itself for unreimbursed Servicing
               Advances, and for any unpaid Servicing Fees, the Company's right
               to reimburse itself pursuant to this subclause (iii) with respect
               to any Mortgage Loan being limited to related Liquidation
               Proceeds, Condemnation Proceeds, Insurance Proceeds and such
               other amounts as may be collected by the Company from the
               Mortgagor or otherwise relating to the Mortgage Loan, it being
               understood that, in the case of any such reimbursement, the
               Company's right thereto shall be prior to the rights of Purchaser
               except where the Company is required to repurchase a Mortgage
               Loan pursuant to Section 3.03, 3.06 or 6.02, in which case the
               Company's right to such reimbursement shall be subsequent to the
               payment to the Purchaser of the


                                     - 38 -
<PAGE>

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

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

                    (v) to reimburse itself for expenses incurred and
               reimbursable to it pursuant to Section 9.01; (vi) to pay any
               amount required to be paid pursuant to Section 4.16 related to
               any REO Property, it being understood that in the case of any
               such expenditure or withdrawal related to a particular REO
               Property, the amount of such expenditure or withdrawal from the
               Custodial Account shall be limited to amounts on deposit in the
               Custodial Account with respect to the related REO Property;

                    (vii) to clear and terminate the Custodial Account upon the
               termination of this Agreement; and (viii) to withdraw funds
               deposited in error.

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

                  Section 4.06 ESTABLISHMENT OF AND DEPOSITS TO ESCROW ACCOUNT.

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

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

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

                                     - 39 -
<PAGE>

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

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

                  Section 4.07 PERMITTED WITHDRAWALS FROM ESCROW ACCOUNT.

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

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

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

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

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

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

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

                    (vii) to clear and terminate the Escrow Account on the
               termination of this Agreement; and (viii) to withdraw funds
               deposited in error.

                  Section 4.08 PAYMENT OF TAXES, INSURANCE AND OTHER CHARGES.

                  With respect to each Mortgage Loan, the Company shall maintain
accurate records reflecting the status of ground rents, taxes, assessments,
water rates, sewer rents, and other charges which are or may become a lien upon
the Mortgaged Property and the status of

                                     - 40 -
<PAGE>

PMI Policy premiums and fire and hazard insurance coverage and shall obtain,
from time to time, all bills for the payment of such charges (including renewal
premiums) and shall effect payment thereof prior to the applicable penalty or
termination date, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Company in
amounts sufficient for such purposes, as allowed under the terms of the
Mortgage. To the extent that a Mortgage does not provide for Escrow Payments,
the Company shall determine that any such payments are made by the Mortgagor at
the time they first become due. The Company assumes full responsibility for the
timely payment of all such bills and shall effect timely payment of all such
charges irrespective of each Mortgagor's faithful performance in the payment of
same or the making of the Escrow Payments, and the Company shall make advances
from its own funds to effect such payments. Section 4.09 PROTECTION OF ACCOUNTS.

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

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

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

                  Section 4.10 MAINTENANCE OF HAZARD INSURANCE.

                  The Company shall cause to be maintained for each Mortgage
Loan hazard insurance such that all buildings upon the Mortgaged Property are
insured by a generally acceptable insurer rated A:VI or better in the current
Best's Key Rating Guide ("BEST'S") against loss by fire, hazards of extended
coverage and such other hazards as are customary in the area where the Mortgaged
Property is located, in an amount which is at least equal to the lesser of (i)
the replacement value of the improvements securing such Mortgage Loan and (ii)
the greater of (a) the outstanding principal balance of the Mortgage Loan and
(b) an amount such that the

                                     - 41 -
<PAGE>

proceeds thereof shall be sufficient to prevent the Mortgagor or the loss payee
from becoming a co-insurer.

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

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

                  The Company shall cause to be maintained on each Mortgaged
Property earthquake or such other or additional insurance as may be required
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance, or pursuant to the
requirements of any private mortgage guaranty insurer, or as may be required to
conform with Accepted Servicing Practices.

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

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

                                     - 42 -
<PAGE>

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

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

                  Section 4.11 MAINTENANCE OF MORTGAGE IMPAIRMENT INSURANCE.

                  In the event that the Company shall obtain and maintain a
blanket policy insuring against losses arising from fire and hazards covered
under extended coverage on all of the Mortgage Loans, then, to the extent such
policy provides coverage in an amount equal to the amount required pursuant to
Section 4.10 and otherwise complies with all other requirements of Section 4.10,
it shall conclusively be deemed to have satisfied its obligations as set forth
in Section 4.10. Any such policy shall be issued by an issuer that has a Best
rating of A:VI or better. Any amounts collected by the Company under any such
policy relating to a Mortgage Loan shall be deposited in the Custodial Account
subject to withdrawal pursuant to Section 4.05. Such policy may contain a
deductible clause, in which case, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with Section
4.10, and there shall have been a loss which would have been covered by such
policy, the Company shall deposit in the Custodial Account at the time of such
loss the amount not otherwise payable under the blanket policy because of such
deductible clause, such amount to deposited from the Company's funds, without
reimbursement therefor. Upon request of any Purchaser, the Company shall cause
to be delivered to such Purchaser a certified true copy of such policy and a
statement from the insurer thereunder that such policy shall in no event be
terminated or materially modified without 30 days' prior written notice to such
Purchaser.

                  Section 4.12 MAINTENANCE OF FIDELITY BOND AND ERRORS AND
                               OMISSIONS INSURANCE.

                  The Company shall maintain with responsible companies, at its
own expense, a blanket Fidelity Bond and an Errors and Omissions Insurance
Policy that meets the requirements of Fannie Mae or Freddie Mac, with broad
coverage on all officers, employees or other persons acting in any capacity
requiring such persons to handle funds, money, documents or papers relating to
the Mortgage Loans ("COMPANY EMPLOYEES"). Any such Fidelity Bond and Errors and
Omissions Insurance Policy shall be in the form of the Mortgage Banker's Blanket
Bond and shall protect and insure the Company against losses, including forgery,
theft, embezzlement, fraud,

                                     - 43 -
<PAGE>

errors and omissions and negligent acts of such Company Employees. Such Fidelity
Bond and Errors and Omissions Insurance Policy also shall protect and insure the
Company against losses in connection with the release or satisfaction of a
Mortgage Loan without having obtained payment in full of the indebtedness
secured thereby. No provision of this Section 4.12 requiring such Fidelity Bond
and Errors and Omissions Insurance Policy shall diminish or relieve the Company
from its duties and obligations as set forth in this Agreement. The minimum
coverage under any such bond and insurance policy shall be acceptable to Fannie
Mae or Freddie Mac. Upon the request of any Purchaser, the Company shall cause
to be delivered to such Purchaser a certified true copy of such fidelity bond
and insurance policy and a statement from the surety and the insurer that such
fidelity bond and insurance policy shall in no event be terminated or materially
modified without 30 days' prior written notice to the Purchaser.

                  Section 4.13 INSPECTIONS.

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

                  Section 4.14 RESTORATION OF MORTGAGED PROPERTY.

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

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

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

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

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

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

                                     - 44 -
<PAGE>

                  Section 4.15 MAINTENANCE OF PMI AND LPMI POLICY; CLAIMS.

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

                  (i) with respect to Mortgage Loans which are not LPMI Loans,
in accordance with state and federal laws and without any cost to the Purchaser,
maintain or cause the Mortgagor to maintain in full force and effect a PMI
Policy insuring that portion of the Mortgage Loan in excess of 75% (or such
other percentage as stated in the related Trade Confirmation) of value, and
shall pay or shall cause the Mortgagor to pay the premium thereon on a timely
basis, until the LTV of such Mortgage Loan is reduced to 80%. In the event that
such PMI Policy shall be terminated, the Company shall obtain from another
Qualified Insurer a comparable replacement policy, with a total coverage equal
to the remaining coverage of such terminated PMI Policy, at substantially the
same fee level. If the insurer shall cease to be a Qualified Insurer, the
Company shall determine whether recoveries under the PMI Policy are jeopardized
for reasons related to the financial condition of such insurer, it being
understood that the Company shall in no event have any responsibility or
liability for any failure to recover under the PMI Policy for such reason. If
the Company determines that recoveries are so jeopardized, it shall notify the
Purchaser and the Mortgagor, if required, and obtain from another Qualified
Insurer a replacement insurance policy. The Company shall not take any action
which would result in noncoverage under any applicable PMI Policy of any loss
which, but for the actions of the Company would have been covered thereunder. In
connection with any assumption or substitution agreement entered into or to be
entered into pursuant to Section 4.01, the Company shall promptly notify the
insurer under the related PMI Policy, if any, of such assumption or substitution
of liability in accordance with the terms of such PMI Policy and shall take all
actions which may be required by such insurer as a condition to the continuation
of coverage under such PMI Policy. If such PMI Policy is terminated as a result
of such assumption or substitution of liability, the Company shall obtain a
replacement PMI Policy as provided above.

                   (ii) with respect to LPMI Loans, maintain in full force and
effect an LPMI Policy insuring that portion of the Mortgage Loan in excess of
75% (or such other percentage as stated in the related Trade Confirmation) of
value, and from time to time, withdraw the LPMI Fee with respect to such LPMI
Loan from the Custodial Account in order to pay the premium thereon on a timely
basis, until the LTV of such Mortgage Loan is reduced to 80%. In the event that
the interest payments made with respect to any LPMI Loan are less than the LPMI
Fee, the Company shall advance from its own funds the amount of any such
shortfall in the LPMI Fee, in payment of the premium on the related LPMI Policy.
Any such advance shall be a Servicing Advance subject to reimbursement pursuant
to the provisions on Section 2.05. In the event that such LPMI Policy shall be
terminated, the Company shall obtain from another Qualified Insurer a comparable
replacement policy, with a total coverage equal to the remaining coverage of
such terminated LPMI Policy, at substantially the same fee level. If the insurer
shall cease to be a Qualified Insurer, the Company shall determine whether
recoveries under the LPMI Policy are jeopardized for reasons related to the
financial condition of such insurer, it being understood that the Company shall
in no event have any responsibility or liability for any failure to recover
under the LPMI Policy for such reason. If the Company determines that recoveries
are so jeopardized, it shall notify the Purchaser and the Mortgagor, if
required, and obtain from another Qualified Insurer a replacement insurance
policy. The Company shall not take any action which would

                                     - 45 -
<PAGE>

result in noncoverage under any applicable LPMI Policy of any loss which, but
for the actions of the Company would have been covered thereunder. In connection
with any assumption or substitution agreement entered into or to be entered into
pursuant to Section 6.01, the Company shall promptly notify the insurer under
the related LPMI Policy, if any, of such assumption or substitution of liability
in accordance with the terms of such LPMI Policy and shall take all actions
which may be required by such insurer as a condition to the continuation of
coverage under such PMI Policy. If such LPMI Policy is terminated as a result of
such assumption or substitution of liability, the Company shall obtain a
replacement LPMI Policy as provided above.

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

                  (c) Purchaser, in its sole discretion, at any time, may (i)
either obtain an additional PMI Policy on any Mortgage Loan which already has a
PMI Policy in place, or (ii) obtain a PMI Policy for any Mortgage Loan which
does not already have a PMI Policy in place. In any event, the Company agrees to
administer such PMI Policies in accordance with the Agreement or any
Reconstitution Agreement. Section 4.16 TITLE, MANAGEMENT AND DISPOSITION OF REO
PROPERTY.

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

                  The Company shall manage, conserve, protect and operate each
REO Property for the Purchaser solely for the purpose of its prompt disposition
and sale. The Company, either itself or through an agent selected by the
Company, shall manage, conserve, protect and operate the REO Property in the
same manner that it manages, conserves, protects and operates other foreclosed
property for its own account, and in the same manner that similar property in
the same locality as the REO Property is managed. The Company shall attempt to
sell the same (and may temporarily rent the same for a period not greater than
one year, except as otherwise provided below) on such terms and conditions as
the Company deems to be in the best interest of the Purchaser if a REMIC
election is or is to be made with respect to the arrangement under which the
Mortgage Loans and any REO Property are held, the Company shall manage,
conserve, protect and operate each REO Property in a manner which does not cause
such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or

                                     - 46 -
<PAGE>

result in the receipt by such REMIC of any "income from non-permitted assets"
within the meaning of Section 860F(a)(2)(B) of the Code or any "net income from
foreclosure property" within the meaning of Section 860G(c)(2) of the Code.

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

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

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

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

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

                  Section 4.17 REAL ESTATE OWNED REPORTS.

                  Together with the statement furnished pursuant to Section
5.02, the Company shall furnish to the Purchaser on or before the Remittance
Date each month a statement with respect to any REO Property covering the
operation of such REO Property for the previous

                                     - 47 -
<PAGE>

month and the Company's efforts in connection with the sale of such REO Property
and any rental of such REO Property incidental to the sale thereof for the
previous month. That statement shall be accompanied by such other information as
the Purchaser shall reasonably request.

                  Section 4.18 LIQUIDATION REPORTS.

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

                  Section 4.19 REPORTS OF FORECLOSURES AND ABANDONMENTS OF
                               MORTGAGED PROPERTY.

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

                                     - 48 -
<PAGE>

                  Section 4.20 NOTIFICATION OF ADJUSTMENTS

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

                  Section 4.21 COMPLIANCE WITH REMIC PROVISIONS

                  If a REMIC election has been made with respect to the
arrangement under which the Mortgage Loans and REO Property are held, the
Company shall not take any action, cause the REMIC 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 the
REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC
(including but not limited to the tax on "prohibited transactions" as defined in
Section 860F(a)(2) of the Code and the tax on "contributions" to a REMIC set
forth in Section 860G(d) of the Code) unless the Company has 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 REMIC status or
result in the imposition of any such tax.

                                   ARTICLE V

                              PAYMENTS TO PURCHASER

                  Section 5.01 REMITTANCES.

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

                  With respect to any remittance received by the Purchaser after
the second Business Day following the Business Day on which such payment was
due, the Company shall

                                     - 49 -
<PAGE>

pay to the Purchaser interest on any such late payment at an annual rate equal
to the Prime Rate, adjusted as of the date of each change, plus three percentage
points, but in no event greater than the maximum amount permitted by applicable
law. Such interest shall be deposited in the Custodial Account by the Company on
the date such late payment is made and shall cover the period commencing with
the day following such second Business Day and ending with the Business Day on
which such payment is made, both inclusive. Such interest shall be remitted
along with the distribution payable on the next succeeding Remittance Date. The
payment by the Company of any such interest shall not be deemed an extension of
time for payment or a waiver of any Event of Default by the Company.

                  Section 5.02 STATEMENTS TO PURCHASER.

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

                  In addition, not more than 60 days after the end of each
calendar year, the Company shall furnish to each Person who was a Purchaser at
any time during such calendar year a statement in accordance with the
requirements of applicable federal income tax law as to the aggregate of
remittances for the applicable portion of such year.

                  Such obligation of the Company shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Company pursuant to any requirements of the Internal Revenue
Code as from time to time are in force.

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

                  Section 5.03 MONTHLY ADVANCES BY COMPANY.

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

                                     - 50 -
<PAGE>

                                   ARTICLE VI

                          GENERAL SERVICING PROCEDURES

                  Section 6.01 TRANSFERS OF MORTGAGED PROPERTY.

                  The Company shall use its best efforts to enforce any
"due-on-sale" provision contained in any Mortgage or Mortgage Note and to deny
assumption by the person to whom the Mortgaged Property has been or is about to
be sold whether by absolute conveyance or by contract of sale, and whether or
not the Mortgagor remains liable on the Mortgage and the Mortgage Note. When the
Mortgaged Property has been conveyed by the Mortgagor, the Company shall, to the
extent it has knowledge of such conveyance, exercise its rights to accelerate
the maturity of such Mortgage Loan under the "due-on-sale" clause applicable
thereto, provided, however, that the Company shall not exercise such rights if
prohibited by law from doing so or if the exercise of such rights would impair
or threaten to impair any recovery under the related PMI or LPMI Policy, if any.

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

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

                  Section 6.02 SATISFACTION OF MORTGAGES AND RELEASE OF MORTGAGE
                               FILES.

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

                                     - 51 -
<PAGE>

such prepayment in full, the Company shall comply with all applicable laws
regarding satisfaction, release or reconveyance with respect to the Mortgage.

                  If the Company satisfies or releases a Mortgage without first
having obtained payment in full of the indebtedness secured by the Mortgage or
should the Company otherwise prejudice any rights the Purchaser may have under
the mortgage instruments, upon written demand of the Purchaser, the Company
shall repurchase the related Mortgage Loan at the Repurchase Price by deposit
thereof in the Custodial Account within 2 Business Days of receipt of such
demand by the Purchaser. The Company shall maintain the Fidelity Bond and Errors
and Omissions Insurance Policy as provided for in Section 4.12 insuring the
Company against any loss it may sustain with respect to any Mortgage Loan not
satisfied in accordance with the procedures set forth herein.

                  Section 6.03 SERVICING COMPENSATION.

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

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

                  Section 6.04 ANNUAL STATEMENT AS TO COMPLIANCE.

                  The Company shall deliver to the Purchaser, upon the
Purchaser's request, an Officer's Certificate, stating that (i) a review of the
activities of the Company during the preceding calendar year and of performance
under this Agreement has been made under such officer's supervision, and (ii)
the Company has complied fully with the provisions of Article II and Article IV,
and (iii) to the best of such officer's knowledge, based on such review, the
Company has fulfilled all its obligations under this Agreement throughout such
year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof and the action being taken by the Company to cure such default.

                  Section 6.05 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING
                               REPORT.

                  On or before May 31st of each year beginning May 31, 2002, the
Company, at its expense, shall cause a firm of independent public accountants
which is a member of the American Institute of Certified Public Accountants to
furnish a statement to each Purchaser to

                                     - 52 -
<PAGE>

the effect that such firm has examined certain documents and records relating to
the servicing of the Mortgage Loans and this Agreement and that such firm is of
the opinion that the provisions of Article II and Article IV have been complied
with, and that, on the basis of such examination conducted substantially in
compliance with the Single Attestation Program for Mortgage Bankers, nothing has
come to their attention which would indicate that such servicing has not been
conducted in compliance therewith, except for (i) such exceptions as such firm
shall believe to be immaterial, and (ii) such other exceptions as shall be set
forth in such statement.

                  Section 6.06 RIGHT TO EXAMINE COMPANY RECORDS.

                  The Purchaser shall have the right to examine and audit any
and all of the books, records, or other information of the Company, whether held
by the Company or by another on its behalf, with respect to or concerning this
Agreement or the Mortgage Loans, during business hours or at such other times as
may be reasonable under applicable circumstances, upon reasonable advance
notice.

                                  ARTICLE VII

                     AGENCY TRANSFER; PASS-THROUGH TRANSFER

                  Section 7.01 REMOVAL OF MORTGAGE LOANS FROM INCLUSION UNDER
                               THIS AGREEMENT UPON AN AGENCY TRANSFER,
                               WHOLE-LOAN TRANSFER OR A PASS-THROUGH TRANSFER ON
                               ONE OR MORE RECONSTITUTION DATES.

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

                    (1) Effect an Agency Transfer, and/or

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

                    (3) Effect a Pass-Through Transfer,

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

                  Unless otherwise agreed to between the Purchaser and the
Company, the Purchaser shall give the Company 30 days notice of any Agency
Transfer, Whole Loan Transfer or Pass-Through Transfer. The Company shall
cooperate with the Purchaser in connection with any Agency Transfer, Whole Loan
Transfer or Pass-Through Transfer contemplated by the Purchaser pursuant to this
Section 7.01. In that connection, the Company shall (a) execute any
Reconstitution Agreement within a reasonable period of time after receipt of any
Reconstitution Agreement which time shall be sufficient for the Company and
Company's counsel to review such Reconstitution Agreement, but such time shall
not exceed ten (10) Business Days after such receipt, and (b) provide to Fannie
Mae, Freddie Mac, the trustee or a third party purchaser, as the

                                     - 53 -
<PAGE>

case may be, subject to any Reconstitution Agreement and/or the Purchaser: (i)
any and all information and appropriate verification of information which may be
reasonably available to the Company, whether through letters of its auditors and
counsel or otherwise, as the Purchaser shall reasonably request; and (ii) such
additional representations, warranties, covenants, opinions of counsel, letters
from auditors, and certificates of public officials or officers of the Company
as are reasonably believed necessary by Fannie Mae, Freddie Mac, the trustee,
such third party purchaser, any master servicer, any rating agency or the
Purchaser, as the case may be, in connection with such transactions.

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

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

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

                  Section 7.02 PURCHASER'S REPURCHASE AND INDEMNIFICATION
                               OBLIGATIONS.

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

                                     - 54 -
<PAGE>

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

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

                                  ARTICLE VIII

                              COMPANY TO COOPERATE

                  Section 8.01 PROVISION OF INFORMATION.

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

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

                                     - 55 -
<PAGE>

                  Section 8.02 FINANCIAL STATEMENTS; SERVICING FACILITY.

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

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

                                   ARTICLE IX

                                   THE COMPANY

                  Section 9.01 INDEMNIFICATION; THIRD PARTY CLAIMS.

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

                                     - 56 -
<PAGE>

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

                  (b) SERVICING. The Company shall indemnify the Purchaser and
hold it harmless against any and all claims, losses, damages, penalties, fines,
and forfeitures, including, but not limited to reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that
the Purchaser may sustain in any way related to the failure of the Company to
(a) perform its duties and service the Mortgage Loans in strict compliance with
the terms of this Agreement or any Reconstitution Agreement entered into
pursuant to Section 7.01, and/or (b) comply with applicable law. The Company
immediately shall notify the Purchaser if a claim is made by a third party with
respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans,
shall promptly notify Fannie Mae, Freddie Mac, or the trustee with respect to
any claim made by a third party with respect to any Reconstitution Agreement,
assume (with the prior written consent of the Purchaser) the defense of any such
claim and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or the Purchaser in respect of such claim. The Company shall follow
any written instructions received from the Purchaser in connection with such
claim. The Purchaser promptly shall reimburse the Company for all amounts
advanced by it pursuant to the preceding sentence except when the claim is in
any way related to the Company's indemnification pursuant to Section 3.03, or
the failure of the Company to (a) service and administer the Mortgage Loans in
strict compliance with the terms of this Agreement or any Reconstitution
Agreement, and/or (b) comply with applicable law.

                  Section 9.02 MERGER OR CONSOLIDATION OF THE COMPANY.

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

                  Any person into which the Company may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any Person succeeding to
the business of the Company, shall be the successor of the Company hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding,
provided, however, that in the event that such successor servicer is not
acceptable to the Purchaser in its sole discretion, the Purchaser shall have the
right to terminate the successor servicer's rights under this servicing
agreement without payment of any Termination Fee.

                  Section 9.03 LIMITATION ON LIABILITY OF COMPANY AND OTHERS.

                  Neither the Company nor any of the directors, officers,
employees or agents of the Company shall be under any liability to the Purchaser
for any action taken or for refraining from the taking of any action in good
faith pursuant to this Agreement, or for errors in judgment,

                                     - 57 -
<PAGE>

provided, however, that this provision shall not protect the Company or any such
person against any Breach of warranties or representations made herein, or
failure to perform its obligations in strict compliance with any standard of
care set forth in this Agreement, or any liability which would otherwise be
imposed by reason of any breach of the terms and conditions of this Agreement.
The Company and any director, officer, employee or agent of the Company may rely
in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company
shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties to service the Mortgage Loans in
accordance with this Agreement and which in its opinion may involve it in any
expense or liability, provided, however, that the Company may, with the consent
of the Purchaser, undertake any such action which it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties
hereto. In such event, the Company shall be entitled to reimbursement from the
Purchaser of the reasonable legal expenses and costs of such action except when
such expenses and costs are subject to the Company's indemnification under this
Agreement.

                  Section 9.04 LIMITATION ON RESIGNATION AND ASSIGNMENT BY
                               COMPANY.

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

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

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

                                     - 58 -
<PAGE>

                                   ARTICLE X

                                     DEFAULT

                  Section 10.01 EVENTS OF DEFAULT.

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

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

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

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

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

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

                    (vi) the Company shall admit in writing its inability to pay
               its debts generally as they become due, file a petition to take
               advantage of any applicable insolvency, bankruptcy or
               reorganization statute, make an assignment for the benefit of its
               creditors, voluntarily suspend payment of its obligations or
               cease its normal business operations for three Business Days; or

                    (vii) the Company ceases to meet the qualifications of a
               Fannie Mae lender; or (viii) the Company fails to maintain a
               minimum net worth of $25,000,000; or

                    (ix) the Company attempts to assign its right to servicing
               compensation hereunder or the Company attempts, without the
               consent of the Purchaser, to sell or otherwise dispose of all or
               substantially all of its property or assets or to assign this

                                     - 59 -
<PAGE>

               Agreement or the servicing responsibilities hereunder or to
               delegate its duties hereunder or any portion thereof (to other
               than a Subservicer) in violation of Section 9.04.

                  In each and every such case, so long as an Event of Default
shall not have been remedied, in addition to whatsoever rights the Purchaser may
have at law or equity to damages, including injunctive relief and specific
performance, the Purchaser, by notice in writing to the Company, may terminate
all the rights and obligations of the Company under this Agreement and in and to
the Mortgage Loans and the proceeds thereof.

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

                  Section 10.02 WAIVER OF DEFAULTS.

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

                                   ARTICLE XI

                                   TERMINATION

                  Section 11.01 TERMINATION.

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

                  Section 11.02 TERMINATION WITHOUT CAUSE.

                  The Purchaser may terminate, at its sole option, any rights
the Company may have hereunder, without cause, upon sixty days notice or as
provided in this Section 11.02. Any

                                     - 60 -
<PAGE>

such notice of termination shall be in writing and delivered to the Company by
registered mail as provided in Section 12.05. The Purchaser and the Servicer
shall comply with the termination procedures set forth in Section 12.01 hereof.

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

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

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

                  Section 12.01 SUCCESSOR TO COMPANY.

                  Prior to termination of the Company's responsibilities and
duties under this Agreement pursuant to Sections 9.04, 10.01, 11.01 (ii) or
pursuant to Section 11.02 after the 90 day period has expired, the Purchaser
shall, (i) succeed to and assume all of the Company's responsibilities, rights,
duties and obligations under this Agreement, or (ii) appoint a successor having
the characteristics set forth in Section 9.02 and which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of the
Company under this Agreement prior to the termination of Company's
responsibilities, duties and liabilities under this Agreement. In connection
with such appointment and assumption, the Purchaser may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans as it
and such successor shall agree. In the event that the Company's duties,
responsibilities and liabilities under this Agreement should be terminated
pursuant to the aforementioned sections, the Company shall discharge such duties
and responsibilities during the period from the date it acquires knowledge of
such termination until the effective date thereof with the same degree of
diligence and prudence which it is obligated to exercise under this Agreement,
and shall take no action whatsoever that might impair or prejudice the rights or
financial condition of its successor. The resignation or removal of the Company
pursuant to the aforementioned sections shall not become effective until a
successor shall be appointed pursuant to this Section 12.01 and shall in no
event relieve the Company of the representations and warranties made pursuant to
Sections 3.01 and 3.02 and the remedies available to the Purchaser under
Sections 3.03, and 3.06, it being understood and agreed that the provisions of
such Sections 3.01, 3.02, 3.03, and 3.06 shall be applicable to the Company
notwithstanding any such sale, assignment, resignation or termination of the
Company, or the termination of this Agreement.

                                     - 61 -
<PAGE>

                  Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Company and to the Purchaser an instrument
accepting such appointment, wherein the successor shall make the representations
and warranties set forth in Section 3.01, except for subsections (f), (h), (i)
and (k) thereof, whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and liabilities of the
Company, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Company or termination of this Agreement
pursuant to Section 9.04, 10.01, 11.01 or 11.02 shall not affect any claims that
any Purchaser may have against the Company arising out of the Company's actions
or failure to act prior to any such termination or resignation.

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

                  Upon a successor's acceptance of appointment as such, the
Company shall notify by mail the Purchaser of such appointment in accordance
with the procedures set forth in Section 12.05. Section 12.02 AMENDMENT.

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

                  Section 12.03 GOVERNING LAW.

                  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF OHIO AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  Section 12.04 DURATION OF AGREEMENT.

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

                  Section 12.05 NOTICES.

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

                                     - 62 -
<PAGE>

                  (i) if to the Company:

                           National City Mortgage Co.
                           ATTN:  Sheila N. Hansford
                           3232 Newmark Dr.
                           Miamisburg, OH 45342

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

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

                  (ii) if to Purchaser:

                          Citigroup Global Markets Realty Corp.
                          390 Greenwich Street
                          New York, New York 10013

                  Section 12.06 SEVERABILITY OF PROVISIONS.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be held invalid for any reason whatsoever, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement.

                  Section 12.07 RELATIONSHIP OF PARTIES.

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

                  Section 12.08 EXECUTION; SUCCESSORS AND ASSIGNS.

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

                  Section 12.09 RECORDATION OF ASSIGNMENTS OF MORTGAGE.

                  To the extent permitted by applicable law, each of the
Assignments of Mortgage is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are



                                     - 63 -
<PAGE>

situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected at the Company's expense in the event
recordation is either necessary under applicable law or requested by the
Purchaser at its sole option.

                  Section 12.10 ASSIGNMENT BY PURCHASER.

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

                  Section 12.11 NO PERSONAL SOLICITATION.

                  From and after the related Closing Date, the Company hereby
agrees that it will not take any action or permit or cause any action to be
taken by any of its agents or affiliates, or by any independent contractors on
the Company's behalf, to personally, by telephone or mail, solicit the borrower
or obligor under any Mortgage Loan for any purpose whatsoever, including to
refinance a Mortgage Loan, in whole or in part, without the prior written
consent of the Purchaser. It is understood and agreed that all rights and
benefits relating to the solicitation of any Mortgagors and the attendant
rights, title and interest in and to the list of such Mortgagors and data
relating to their Mortgages (including insurance renewal dates) shall be
transferred to the Purchaser pursuant hereto on the related Closing Date and the
Company shall take no action to undermine these rights and benefits.
Notwithstanding the foregoing, it is understood and agreed that promotions
undertaken by the Company or any affiliate of the Company which are directed to
the general public at large, including, without limitation, mass mailings based
on commercially acquired mailing lists, or the Company's customer portfolio, and
newspaper, radio and television advertisements shall not constitute solicitation
under this Section 12.11.

                  Section 12.12  WAIVERS

                  No term or provision of this Agreement may be waived or
modified unless specified within the terms of this agreements such waiver or
modification is in writing and signed by the party against whom such waiver or
modification is sought to be enforced.

                   Section 12.13  EXHIBITS

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

                   Section 12.14  REPRODUCTION OF DOCUMENTS

                                     - 64 -
<PAGE>

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

                  Section 12.15  FURTHER AGREEMENTS.

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

                  Section 12.16  ENTIRE AGREEMENT.

                  This Agreement constitutes the entire agreement and
understanding of the parties with respect to the matters and transactions
contemplated by this Agreement and, except to the extent otherwise set forth in
writing, supersedes any prior agreement and understandings with respect to those
matters and transactions.


                                     - 65 -
<PAGE>




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


                                       CITIGROUP GLOBAL MARKETS REALTY CORP.


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

                                       NATIONAL CITY MORTGAGE CO.

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




<PAGE>









STATE OF _____________              )
                                    ) ss.:
COUNTY OF ___________               )


                  On the __ day of ________, 2003 before me, a Notary Public in
and for said State, personally appeared ________, known to me to be
______________________________ of _____________________________ that executed
the within instrument and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand affixed my
office seal the day and year in this certificate first above written.



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


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



<PAGE>





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


                  On the __ day of _______, 2003 before me, a Notary Public in
and for said State, personally appeared __________, known to me to be
______________ of National City Mortgage Co. the corporation that executed the
within instrument and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand affixed my
office seal the day and year in this certificate first above written.


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


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


<PAGE>




                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

                                       A-1


<PAGE>







                                    EXHIBIT B

                         CONTENTS OF EACH MORTGAGE FILE

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

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

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

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

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

                                       B-1
<PAGE>

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

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

     7.   The original PMI Policy, LPMI Policy or certificate of insurance,
          where required pursuant to the Agreement.

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

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

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

     11.  Residential loan application.

     12.  Mortgage Loan closing statement.

     13.  Verification of employment and income.

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

                                       B-2
<PAGE>

     15.  Credit report on the Mortgagor.

     16.  Residential appraisal report.

     17.  Photograph of the Mortgaged Property.

     18.  Survey of the Mortgaged Property.

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

     20.  All required disclosure statements.

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

     22.  Sales contract.

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

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

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


                                       B-3

<PAGE>




                                   EXHIBIT C-1

                             MORTGAGE LOAN DOCUMENTS

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

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

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

                    (c) the original Mortgage with evidence of recording
               thereon, and the original recorded power of attorney, if the
               Mortgage was executed pursuant to a power of attorney, with
               evidence of recording thereon;

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

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

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

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

                    (h) the original mortgagee title insurance policy;

                                      C-4-1
<PAGE>



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

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


                                      C-4-2
<PAGE>




                                   EXHIBIT D-1

                         CUSTODIAL ACCOUNT CERTIFICATION

                                                 _________________, 200_

                  National City Mortgage Co. hereby certifies that it has
established the account described below as a Custodial Account pursuant to
Section 4.04 of the Master Seller's Warranties and Servicing Agreement, dated as
of September 1, 2003, Conventional Residential Fixed Rate Mortgage Loans.

Title of Account:_National City Mortgage Co. in trust for the Purchaser

Account Number:__________________

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

                                             __________________________________

                                             __________________________________

                                             __________________________________


                                             NATIONAL CITY MORTGAGE CO.

                                             Company


                                             By: ______________________________

                                             Name: ____________________________

                                             Title: ___________________________


                                      D-1-1


<PAGE>




                                   EXHIBIT D-2

                       CUSTODIAL ACCOUNT LETTER AGREEMENT

                                                _______________, 200_


To: _____________________________

    _____________________________

    _____________________________
         (the "Depository")

                  As Company under the Master Seller's Warranties and Servicing
Agreement, dated as of September 1, 2003, Conventional Residential Fixed Rate
Mortgage Loans (the "Agreement"), we hereby authorize and request you to
establish an account, as a Custodial Account pursuant to Section 4.04 of the
Agreement, to be designated as "National City Mortgage Co., in trust for the
Purchaser - Conventional Residential Fixed Rate Mortgage Loans." All deposits in
the account shall be subject to withdrawal therefrom by order signed by the
Company. You may refuse any deposit which would result in violation of the
requirement that the account be fully insured as described below. This letter is
submitted to you in duplicate. Please execute and return one original to us.



                                             NATIONAL CITY MORTGAGE CO.

                                             Company


                                             By: ______________________________

                                             Name: ____________________________

                                             Title: ___________________________

                                             Date:_____________________________

                                      D-2-1


<PAGE>





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



                                             __________________________________
                                                          Depository


                                             By: ______________________________

                                             Name: ____________________________

                                             Title: ___________________________

                                             Date:_____________________________

                                      D-2-2



<PAGE>




                                   EXHIBIT E-1

                          ESCROW ACCOUNT CERTIFICATION

                                              ______________, 200_

                  National City Mortgage Co. hereby certifies that it has
established the account described below as an Escrow Account pursuant to Section
4.06 of the Master Seller's Warranties and Servicing Agreement, dated as of
September 1, 2003, Conventional Residential Fixed Rate Mortgage Loans.

Title of Account:_"National City Mortgage Co. in trust for the Purchaser and
various Mortgagors."

Account Number:__________________

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

                                             __________________________________

                                             __________________________________

                                             __________________________________


                                             NATIONAL CITY MORTGAGE CO.

                                             Company


                                             By: ______________________________

                                             Name: ____________________________

                                             Title: ___________________________


                                      E-1-1


<PAGE>





                                   EXHIBIT E-2

                         ESCROW ACCOUNT LETTER AGREEMENT
                                                _______________, 200_


To: _____________________________

    _____________________________

    _____________________________
         (the "Depository")

                  As Company under the Master Seller's Warranties and Servicing
Agreement, dated as of September 1, 2003, Conventional Residential Fixed Rate
Mortgage Loans (the "Agreement"), we hereby authorize and request you to
establish an account, as a Custodial Account pursuant to Section 4.04 of the
Agreement, to be designated as "National City Mortgage Co., in trust for the
Purchaser - Conventional Residential Fixed Rate Mortgage Loans." All deposits in
the account shall be subject to withdrawal therefrom by order signed by the
Company. You may refuse any deposit which would result in violation of the
requirement that the account be fully insured as described below. This letter is
submitted to you in duplicate. Please execute and return one original to us.


                                             NATIONAL CITY MORTGAGE CO.

                                             Company


                                             By: ______________________________

                                             Name: ____________________________

                                             Title: ___________________________

                                             Date:_____________________________

                                       E-2-1




<PAGE>



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



                                             __________________________________
                                                          Depository


                                             By: ______________________________

                                             Name: ____________________________

                                             Title: ___________________________

                                             Date:_____________________________


                                      E-2-2


<PAGE>





                                    EXHIBIT F

                            MONTHLY REMITTANCE ADVICE



                                       F-1

<PAGE>






                                    EXHIBIT G

                                   [RESERVED]

                                       G-1

<PAGE>




                                    EXHIBIT H

                             UNDERWRITING GUIDELINES

                                       H-1

<PAGE>






                                    EXHIBIT I

                         COMPANY'S OFFICER'S CERTIFICATE

         _________I, ___________________________ hereby certify that I am the
duly elected ____________________ of National City Mortgage Co., a
___________________ (the "Company"), and further certify, on behalf of the
Company as follows:

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

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

                  3. Each person who, as an officer or attorney-in-fact of the
         Company, signed (a) the Master Seller's Warranties and Servicing
         Agreement (the "Purchase Agreement"), dated as of _______________, by
         and between the Company and ___________________ (the "Purchaser"); (b)
         the Trade Confirmation, dated ____________ 2003, between the Company
         and the Purchaser (the "Trade Confirmation"); and (c) any other
         document delivered prior hereto or on the date hereof in connection
         with the sale and servicing of the Mortgage Loans in accordance with
         the Purchase Agreement and the Trade Confirmation was, at the
         respective times of such signing and delivery, and is as of the date
         hereof, duly elected or appointed, qualified and acting as such officer
         or attorney-in-fact, and the signatures of such persons appearing on
         such documents are their genuine signatures.

                  4. Attached hereto as Attachment II is a true and correct copy
         of the resolutions duly adopted by the board of directors of the
         Company on ____________, 2001 (the "Resolutions") with respect to the
         authorization and approval of the sale and servicing of the Mortgage
         Loans; said Resolutions have not been amended, modified, annulled or
         revoked and are in full force and effect on the date hereof.

                  5. Attached hereto as Attachment III is a Certificate of Good
         Standing of the Company dated ________, 2003. No event has occurred
         since ____________, 2003 which has affected the good standing of the
         Company under the laws of the State of ____________.

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

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

                                       I-1

<PAGE>

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

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

Dated:   __________________


         _________[Seal]


                                           NATIONAL CITY MORTGAGE CO.
                                          (Company)

                                           By: _____________________________
                                           Name: ___________________________
                                           Title:   Vice President

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

          IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:   __________________

         [Seal]


                                    NATIONAL CITY MORTGAGE CO.
                                    (Company)

                                     By: ___________________________
                                     Name: _________________________
                                     Title:   [Assistant] Secretary




<PAGE>



                                    EXHIBIT J


                   [FORM OF OPINION OF COUNSEL TO THE COMPANY]


                                     (Date)

[PURCHASER]


               Re:  Mortgage Loan Purchase and Servicing Agreement, dated as of
                    September 1, 2003

Gentlemen:

                  I have acted as counsel to National City Mortgage Co., a (the
"Company"), in connection with the sale of certain loans by the Company to
_____________________ ("the "Purchaser") pursuant to (i) a Master Seller's
Warranties and Servicing Agreement, dated as of September 1, 2003, between the
Company and the Purchaser (the "Purchase Agreement") [and the Trade
Confirmation, dated ,2003, between the Company and the Purchaser (the "Trade
Confirmation")]. Capitalized terms not otherwise defined herein have the
meanings set forth in the Purchase Agreement.

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

                  A.       The Purchase Agreement; B. [The Trade Confirmation;]
                  C.       The Company's [Certificate of Incorporation and
                           by-laws] [certificate of limited partnership and
                           limited partnership agreement], as amended to date;
                           and
                  D.       Resolutions adopted by the Board of Directors of the
                           Company with specific reference to actions relating
                           to the transactions covered by this opinion (the
                           "Board Resolutions").

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

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

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

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

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

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

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

                  6. There is no action, suit, proceeding or investigation
pending or, to the best of my knowledge, threatened against the Company which,
in my judgment, either in any one instance or in the aggregate, would draw into
question the validity of the Purchase Agreement or which would be likely to
impair materially the ability of the Company to perform under the terms of the
Purchase Agreement.
<PAGE>

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

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

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

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

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


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

Very truly yours,



<PAGE>



                                    EXHIBIT K

                         SECURITY RELEASE CERTIFICATION

                  1.       RELEASE OF SECURITY INTEREST

                 ___________________________, hereby relinquishes any and all
right, title and interest it may have in and to the Mortgage Loans described in
Exhibit A attached hereto upon purchase thereof by Citigroup Global Markets
Realty Corp. from the Company named below pursuant to that certain Mortgage Loan
Purchase and Servicing Agreement, dated as of______________, 2002, as of the
date and time of receipt by of $ for such Mortgage Loans (the "Date and Time of
Sale"), and certifies that all notes, mortgages, assignments and other documents
in its possession relating to such Mortgage Loans have been delivered and
released to the Company named below or its designees as of the Date and Time of
Sale.

Name and Address of Financial Institution

___________________________________
                  (Name)

___________________________________
                  (Address)

By:________________________________

                  2.       CERTIFICATION OF RELEASE

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


<PAGE>





                                          ______________________________Company

                                          By: ________________________________
                                          Name: ______________________________
                                          Title:______________________________





                                       G-1
<PAGE>


                                    EXHIBIT L

                            ASSIGNMENT AND CONVEYANCE


                  On this day of , 2003, National City Mortgage Co. ("Company")
as the Company under that certain Master Seller's Warranties and Servicing
Agreement, dated as of September 1, 2003 (the "Agreement") does hereby sell,
transfer, assign, set over and convey to Citigroup Global Markets Realty Corp.
as Purchaser under the Agreement, without recourse, but subject to the terms of
the Agreement, all rights, title and interest of the Company in and to the
Mortgage Loans listed on the Mortgage Loan Schedule attached hereto, together
with the related Mortgage Files and all rights and obligations arising under the
documents contained therein. Pursuant to Section 2.04 of the Agreement, the
Company has delivered to the Custodian the documents for each Mortgage Loan to
be purchased as set forth in the Custodial Agreement. The contents of each
related Servicing File required to be retained by the Company to service the
Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser
are and shall be held in trust by the Company for the benefit of the Purchaser
as the owner thereof. The Company's possession of any portion of each such
Servicing File is at the will of the Purchaser for the sole purpose of
facilitating servicing of the related Mortgage Loan pursuant to the Agreement,
and such retention and possession by the Company shall be in a custodial
capacity only. The ownership of each Mortgage Note, Mortgage, and the contents
of the Mortgage File and Servicing File is vested in the Purchaser and the
ownership of all records and documents with respect to the related Mortgage Loan
prepared by or which come into the possession of the Company shall immediately
vest in the Purchaser and shall be retained and maintained, in trust, by the
Company at the will of the Purchaser in such custodial capacity only.

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

         LOAN TYPE:                              [FIXED RATE][ADJUSTABLE RATE]

         Number of Mortgage Loans:               _________________________

         Original Principal Balance:             $________________________

         Stated Principal Balance:               $________________________

         Weighted Average Mortgage Interest Rate:    _____%

         Weighted Average Servicing Fee Rate:        _____%
<PAGE>

         Weighted Average Mortgage Loan
                  Remittance Rate:                   _____%

         Weighted Average LTV:                       _____%

         Weighted Average Remaining Months
                  to Maturity:                       ______ months

         FOR ADJUSTABLE RATE MORTGAGE LOANS:
                  Type:                              _______
                  Index:                             _______
                  Weighted Average Gross Margin:     _______%
                  Weighted Average Months to
                           Next Adjustment Date:     _______ months

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


NATIONAL CITY MORTGAGE CO.
(Company)

By: ______________________________
Name: ____________________________
Title: ___________________________

<PAGE>

                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT


         THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "AAR
AGREEMENT"), dated September 1, 2003, among Citigroup Global Markets Realty
Corp., a New York Corporation (the "ASSIGNOR"), National City Mortgage Co., an
Ohio corporation (the "COMPANY"), and Wachovia Bank, National Association, a
national banking association (the "ASSIGNEE") for the benefit of the holders of
the Citigroup Mortgage Loan Trust, Mortgage Pass-Through Certificates, Series
2003-HYB1.

         For and in consideration of the mutual promises contained herein the
parties hereto agree that the residential mortgage loans (the "Assigned Loans")
listed on Exhibit A attached hereto (the "Assigned Loan Schedule") purchased by
Assignor from the Company pursuant to (a) the Master Seller's Warranties and
Servicing Agreement, dated as of September 1, 2003, between the Assignor and the
Company (the "Servicing Agreement") and (b) the Commitment Letter, dated as of
August 19, 2003 between the Assignor and the Company (the "Commitment Letter";
and together with the Servicing Agreement, the "Agreements"), shall be subject
to the terms of this AAR Agreement. Capitalized terms used herein but not
defined shall have the meaning ascribed to them in the Agreement.

         ASSIGNMENT AND ASSUMPTION

         1. The Assignor hereby grants, transfers and assigns to the Assignee
all of the right, title and interest of the Assignor in the Assigned Loans and,
as they relate to the Assigned Loans, all of its right, title and interest in,
to and under the Agreements. Assignor specifically reserves and does not assign
to Assignee any right, title and interest in, to or under any Mortgage Loans
subject to the Agreements other than those set forth on Exhibit A.

         REPRESENTATIONS, WARRANTIES AND COVENANTS

         2. The Assignor warrants and represents to, and covenants with, the
Assignee and the Company that:

                  a.       The Assignor is the lawful owner of the Assigned
                           Loans with the full right to transfer the Assigned
                           Loans free from any and all claims and encumbrances
                           whatsoever.

                  b.       The Assignor has not received notice of, and has no
                           knowledge of, any offsets, counterclaims or other
                           defenses available to the Company with respect to the
                           Agreements or the Assigned Loans.

                  c.       The Assignor has not waived or agreed to any waiver
                           under, or agreed to any amendment or other
                           modification of, the Agreements or the Assigned
                           Loans, including without limitation the transfer of
                           the servicing obligations under the Agreements. The
                           Assignor has no knowledge of, and has not received
                           notice of, any waivers under or amendments or other
                           modifications of, or assignments of rights or
                           obligations under or defaults under, the Agreements
                           or the Assigned Loans.


<PAGE>

                  d.       Neither the Assignor nor anyone acting on its behalf
                           has offered, transferred, pledged, sold or otherwise
                           disposed of the Assigned Loans, any interest in the
                           Assigned Loans or any other similar security to, or
                           solicited any offer to buy or accept a transfer,
                           pledge or other disposition of the Assigned Loans,
                           any interest in the Assigned Loans or any other
                           similar security from, or otherwise approached or
                           negotiated with respect to the Assigned Loans, any
                           interest in the Assigned Loans or any other similar
                           security with, any person in any manner, or made by
                           general solicitation by means of general advertising
                           or in any other manner, or taken any other action
                           that would constitute a distribution of the Assigned
                           Loans under the Securities Act of 1933, as amended
                           ("1933 ACT") or that would render the disposition of
                           the Assigned Loans a violation of Section 5 of the
                           1933 Act or require registration pursuant thereto.


         3. The Assignee warrants and represents to, and covenants with, the
Assignor and the Company that:

                  a.       The Assignee is a national banking association duly
                           organized, validly existing and in good standing
                           under the laws of the United States, and has all
                           requisite power and authority to acquire, own and
                           purchase the Assigned Loans.

                  b.       The Assignee has full power and authority to execute,
                           deliver and perform its obligations under this AAR
                           Agreement, and to consummate the transactions set
                           forth herein. The consummation of the transactions
                           contemplated by this AAR Agreement is in the ordinary
                           course of Assignee's business and will not conflict
                           with, or result in a breach of, any of the terms,
                           conditions or provisions of Assignee's charter or
                           by-laws or any legal restriction, or any material
                           agreement or instrument to which Assignee 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 Assignee or its property
                           is subject. The execution, delivery and performance
                           of the Assignee of this AAR Agreement, and the
                           consummation by it of the transactions contemplated
                           hereby, have been duly authorized by all necessary
                           action of the Assignee. This AAR Agreement has been
                           duly executed and delivered by the Assignee and
                           constitutes the valid and legally binding obligation
                           of the Assignee enforceable against the Assignee in
                           accordance with its respective terms.

                  c.       The Assignee agrees to be bound, as purchaser, by all
                           of the terms, covenants and conditions of the
                           Agreements and the Assigned Loans, and from and after
                           the date hereof, the Assignee assumes for the benefit
                           of each of the Company and the Assignor all of the
                           Assignor's obligations as purchaser thereunder, with
                           respect to the Assigned Loans.

                  d.       No material consent, approval, order or authorization
                           of, or declaration, filing or registration with, any
                           governmental entity is required to be


<PAGE>

                           obtained or made by the Assignee in connection with
                           the execution, delivery or performance by the
                           Assignee of this AAR Agreement, or the consummation
                           by it of the transactions contemplated hereby.

                  e.       There is no action, suit, proceeding, investigation
                           or litigation pending or, to Assignee's knowledge,
                           threatened, which either in any instance or in the
                           aggregate, if determined adversely to Assignee, would
                           adversely affect Assignee's execution or delivery of,
                           or the enforceability of, this AAR Agreement, or the
                           Assignee's ability to perform its obligations under
                           this AAR Agreement.

                  f.       The Assignee understands that the Assigned Loans have
                           not been registered under the 1933 Act or the
                           securities laws of any state.

                  g.       The Assignee has been furnished with all information
                           regarding the Assigned Loans that it has requested
                           from the Assignor or the Company.

                  h.       Neither the Assignee nor anyone acting on its behalf
                           has offered, transferred, pledged, sold or otherwise
                           disposed of the Assigned Loans, any interest in the
                           Assigned Loans or any other similar security to, or
                           solicited any offer to buy or accept a transfer,
                           pledge or other disposition of the Assigned Loans,
                           any interest in the Assigned Loans or any other
                           similar security from, or otherwise approached or
                           negotiated with respect to the Assigned Loans, any
                           interest in the Assigned Loans or any other similar
                           security with, any person in any manner, or made any
                           general solicitation by means of general advertising
                           or in any other manner, or taken any other action
                           that would constitute a distribution of the Assigned
                           Loans under the 1933 Act or that would render the
                           disposition of the Assigned Loans a violation of
                           Section 5 of the 1933 Act or require registration
                           pursuant thereto, nor will it act, nor has it
                           authorized or will it authorize any person to act, in
                           such manner with respect to the Assigned Loans.

                  i.       The Assignee's address for purposes of all notices
                           and correspondence related to the Assigned Loans and
                           the Assigned Agreements is:

                           Wachovia Bank, National Association
                           401 South Tryon Street, 12th Floor
                           Mail Code NC1179
                           Charlotte, NC 28288
                           Attention:  ABS-MBS Trust Services

                  j.       The Assignee's wire transfer instructions for
                           purposes of all remittances and payments related to
                           the Assigned Loans and Assigned Agreements is:

                           Wells Fargo Bank Minnesota, National Association, as
                           Master Servicer For the account of SBMSI 2003-HYB1

<PAGE>

                           ABA#: 121-000-248
                           A/C#: 3970771416
                           A/C Name: SAS Clearing
                           For Further Credit to Acct # 18125900

                  k. Except for the representation, warranties and covenants set
forth in Section 3 hereof, Wachovia Bank National Association (for purposes of
this paragraph, "Wachovia") has executed this Agreement not in its individual
capacity, but solely as Trustee for and on behalf of Salomon Brothers Mortgage
Securities VII, Inc., and, except for the representation, warranties and
covenants set forth in Section 3 hereof, in no case shall Wachovia be personally
liable under this Agreement, the sole recourse being to the Trust Fund.



         4. The Company warrants and represents to, and covenants with, the
Assignor and the Assignee that:

                  a.       Attached hereto as Exhibit B is a true, accurate and
                           complete copy of each of the Agreements and all
                           amendments and modifications, if any, thereto, which
                           agreements are in full force and effect as of the
                           date hereof and the provisions of which have not been
                           waived, amended or modified in any respect, except as
                           set forth in this Agreement nor has any notice of
                           termination been given under the Agreements;

                  b.       The Company is duly organized, validly existing and
                           in good standing under the laws of the jurisdiction
                           of its incorporation, and has all requisite power and
                           authority to service the Assigned Loans and otherwise
                           to perform its obligations under the Agreements;

                  c.       The Company has full corporate power and authority to
                           execute, deliver and perform its obligations under
                           this AAR Agreement, and to consummate the
                           transactions set forth herein. The consummation of
                           the transactions contemplated by this AAR 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 by-laws 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 AAR
                           Agreement and the consummation by it of the
                           transactions contemplated hereby, have been duly
                           authorized by all necessary corporate action on the
                           part of the Company. This AAR Agreement has been duly
                           executed and delivered by the Company, and, upon the
                           due authorization, execution and delivery by Assignor
                           and Assignee, will constitute the valid and legally
                           binding


<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;

                  d.       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 AAR
                           Agreement, or the consummation by it of the
                           transactions contemplated hereby;

                  e.       The Company shall establish a Custodial Account and
                           an Escrow Account under the Servicing Agreement in
                           favor of Assignee with respect to the Assigned Loans
                           separate from the Custodial Account and the Escrow
                           Account previously established under the Servicing
                           Agreement in favor of Assignor; and

                  f.       The Company hereby restates the representations and
                           warranties regarding the Company and the Mortgage
                           Loans set forth in Article III of the Servicing
                           Agreement as of the date hereof, modified to the
                           extent necessary to accurately reflect the pool
                           statistics of the Mortgage Loans as of the date of
                           the Pass-Through Transfer; and no event has occurred
                           from the applicable Closing Date to the date hereof
                           which would render the representations and warranties
                           as to the related Mortgage Loans made by the Company
                           in Article III of the Servicing Agreement or in the
                           related Commitment Letter to be untrue in any
                           material respect.

         5. From and after the date hereof, the Company shall note the transfer
of the Assigned Loans to the Assignee in its books and records, the Company
shall recognize the Assignee as the owner of the Assigned Loans and the Company
shall service the Assigned Loans for the Assignee as if Assignee and Company had
entered into a separate servicing agreement for the servicing of the Assigned
Loans in the form of the Servicing Agreement (as modified herein), the terms of
which are incorporated herein by reference. In addition, Company hereby
acknowledges that from and after the date hereof, the Assigned Loans will be
subject to the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of September 1, 2003, among Salomon Brothers Mortgage
Securities VII, Inc, Wells Fargo Bank Minnesota, National Association as master
servicer (in such capacity, "Master Servicer") and trust administrator and
Wachovia Bank, National Association, as trustee. Pursuant to the Pooling and
Servicing Agreement, the Master Servicer is required to monitor and enforce, on
behalf of the Assignee, the performance of the Company of its servicing
obligations under this AAR Agreement and shall be entitled on behalf of the
Assignee to exercise any and all of the rights of the Assignor under the
Servicing Agreement (but shall not have a duty to exercise the obligations of
the Assignor under the Servicing Agreement) in connection therewith. It is the
intention of the Assignor, the Company and the Assignee that the Agreements
shall be binding upon and


<PAGE>

inure to the benefit of the Company, where applicable, and the Assignee and
their respective successors and assigns.

         MODIFICATION OF SERVICING AGREEMENT

         6. The Company and Assignor hereby amend the Servicing Agreement as
follows:

         (a) The definition of Repurchase Price in Article I is hereby modified
by adding the following proviso at the end of clause (ii):

                  and less any costs and damages incurred by the Trust Fund (as
defined in the Pooling and Servicing Agreement) in connection with any violation
by such Mortgage Loan of any predatory or abusive lending law.

         (b) Section 4.21 is hereby modified by adding the following language:

         Notwithstanding anything in this Agreement to the contrary, the
Servicer (a) shall not permit any modification with respect to any Mortgage Loan
that would change the Mortgage Interest Rate and (b) shall not (unless the
Mortgagor is in default with respect to the Mortgage Loan or such default is, in
the judgment of the 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
the Trust Fund 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.

         Prior to taking any action with respect to the Mortgage Loans which is
not contemplated under the terms of this Agreement, the Servicer will obtain an
Opinion of Counsel acceptable to the Trustee and Master Servicer with respect to
whether such action could result in the imposition of a tax upon the REMIC
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event"),
and the Servicer shall not take any such action or cause the Trust Fund to take
any such action as to which it has been advised that an Adverse REMIC Event
could occur.

         The Servicer shall not permit the creation of any "interests" (within
the meaning of Section 860G of the Code) in the REMIC. The Servicer shall not
enter into any arrangement by which the REMIC will receive a fee or other
compensation for services nor permit the REMIC to receive any income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.

         Any REO Property shall be disposed of by the Servicer before the close
of the third taxable year following the taxable year in which the Mortgage Loan
became an REO Property, unless the Servicer is otherwise directed by the
Assignee.

         (c) The second sentence of the second paragraph of Section 5.01 of the
Servicing Agreement is modified to read as follows:


<PAGE>

         Such interest shall be deposited in the Custodial Account by the
Company on the date such late payment is made and shall cover the period
commencing with the day such payment was due and ending with the Business Day on
which such payment is made, both inclusive

         (d) Section 6.04 of the Servicing Agreement is deleted in its entirety
and replaced with the following:

                  On or before March 15th of each year beginning March 15, 2004,
and at any other time upon the Purchaser's request, the Company shall deliver to
the Purchaser, upon the Purchaser's request, an Officer's Certificate, stating
that (i) a review of the activities of the Company during the preceding calendar
year and of performance under this Agreement has been made under such officer's
supervision, and (ii) the Company has complied fully with the provisions of
Article II and Article IV, and (iii) to the best of such officer's knowledge,
based on such review, the Company has fulfilled all its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof and the action being taken by the
Company to cure such default.

         (e) Section 6.05 of the Servicing Agreement is deleted in its entirety
and replaced with the following:

         Section 6.05 Annual Independent Certified Public Accountants' Servicing
Report.

                  On or before March 15th of each year beginning March 15, 2004,
the Company at its expense shall cause a firm of independent public accountants
which is a member of the American Institute of Certified Public Accountants to
furnish a statement to the Master Servicer to the effect that such firm has
examined certain documents and records relating to the servicing of mortgage
loans by the Company generally that include a sampling of the Mortgage Loans,
the provisions of the Servicing Agreement have been complied with and, on the
basis of such an examination conducted substantially in accordance with the
Uniform Single Attestation Program for Mortgage Bankers, such servicing has been
conducted in compliance with this Agreement, except for (i) such exceptions as
such firm shall believe to be immaterial, and (ii) such other exceptions as
shall be set forth in such statement.

         (f) The following is added as Section 6.07 of the Servicing Agreement:

         Section 6.07 Annual Certification.

                  (a) For so long as (1) the Mortgage Loans are being master
serviced by the Master Servicer and (2) the Master Servicer is required by
Section 302 of the Sarbanes-Oxley Act of 2002 to provide an annual
certification, by March 15th of each year (or if not a Business Day, the
immediately preceding Business Day), or at any other time upon thirty (30) days
written request, an officer of the Company shall execute and deliver an
Officer's Certificate to the Master Servicer for the benefit of such Master
Servicer and its officers, directors and affiliates, certifying as to the
following matters:

                  (i) Based on my knowledge, the information in the Annual
Statement of Compliance, the Annual Independent Public Accountant's Servicing
Report and all servicing


<PAGE>

reports, officer's certificates and other information relating to the servicing
of the Mortgage Loans submitted to the Master Servicer taken as a whole, does
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading as of the date of this
certification;

                  (ii) Based on my knowledge, the servicing information required
to be provided to the Master Servicer by the Company under this Agreement has
been provided to the Master Servicer;

                  (iii) I am responsible for reviewing the activities performed
by the Company under the Agreement and based upon my knowledge and the review
required by this Agreement, and except as disclosed in the Annual Statement of
Compliance or the Annual Independent Public Accountant's Servicing Report
submitted to the Master Servicer, the Servicer has, as of the date of this
certification fulfilled its obligations under this Agreement; and

                  (iv) I have disclosed to the Master Servicer all significant
deficiencies relating to the Company's compliance with the minimum servicing
standards in accordance with a review conducted in compliance with the Uniform
Single Attestation Program for Mortgage Bankers or similar standard as set forth
in the Agreement.

                  (b) The Company shall indemnify and hold harmless the Master
Servicer and its officers, directors, agents and affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments and other costs and expenses arising out of or based
upon a breach by the Company or any of its officers, directors, agents or
affiliates of its obligations under this Section 6.07 or the negligence, bad
faith or willful misconduct of the Company in connection therewith. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Master Servicer, then the Company agrees that it shall contribute
to the amount paid or payable by the Master Servicer as a result of the losses,
claims, damages or liabilities of the Master Servicer in such proportion as is
appropriate to reflect the relative fault of the Master Servicer on the one hand
and the Company on the other in connection with a breach of the Company's
obligations under this Section 6.07 or the Company's negligence, bad faith or
willful misconduct in connection therewith.

         (g) Section 9.01 is hereby modified by adding the following language:

         (c) failure by the Company to duly perform, within the required time
period, its obligations under Section 6.04, 6.05 or 6.07 which failure continues
unremedied for a period of fifteen (15) days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Company by any party to this Agreement or by any Master Servicer
responsible for master servicing the Mortgage Loans pursuant to a securitization
of such Mortgage Loans.

         (h) The first three lines ending immediately prior to clause (i) of
Section 12.01 of the Servicing Agreement are modified to read as follows:


<PAGE>

                  Upon termination of the Company's responsibilities and duties
under this Agreement pursuant to Sections 9.04, 10.01, 11.01(ii) or pursuant to
11.02, the Purchaser shall, after the 90 day period has expired,

         MISCELLANEOUS

         7. Notwithstanding anything to the contrary contained in the Servicing
Agreement:

         a. If the scheduled payment on a mortgage loan which was due during the
related Due Period (defined as the second day of the month immediately preceding
the month in which the distribution occurs and ends on the first day of the
month in which such distribution occurs) is delinquent other than as a result of
application of the Soldiers' and Sailors' Civil Relief Act of 1940 (the "Relief
Act") or any state law providing for similar relief, the servicer will remit to
the Master Servicer on the servicer remittance date an amount equal to such
delinquency, except to the extent the servicer determines any such advance to be
nonrecoverable from future payments on the mortgage loan for which such advance
was made.

         b. The Company may arrange for the subservicing of any Mortgage Loan by
a sub- servicer pursuant to a sub-servicing agreement; provided that (i) the
agreement will be consistent with the terms of the related servicing agreement
and will not result in a withdrawal or downgrading of any class of securities
issued in accordance with the related agreement, (ii) if the Company is
terminated under the Servicing Agreement, then the subservicing agreement is
terminable without fee by the Trustee (the "Trustee") (or Master Servicer acting
on its behalf) without payment of any termination fee and (iii) if the Company
is terminated under the Servicing Agreement, the subservicing agreement may then
be assumed by the Trustee (or Master Servicer acting on its behalf).

         c. The indemnity set forth in Section 9.01(b) of the Servicing
Agreement shall be deemed to indemnify the Trust Fund, the Trustee, the trust
administrator and the Master Servicer.

         d. Any person into which the Master Servicer may be merged or
consolidated, or any person resulting from any merger or consolidation to which
the Master Servicer is a party, or any person succeeding to the business of the
Master Servicer, will be the successor of the Master Servicer under each
agreement, provided that such person is qualified to sell mortgage loans to, and
service mortgage loans on behalf of, Fannie Mae or Freddie Mac.

         8. All demands, notices and communications related to the Assigned
Loans, the Agreements and this AAR Agreement shall be in writing and shall be
deemed to have been duly given if personally delivered or mailed by registered
mail, postage prepaid, as follows:

         a. In the case of the Company:

            National City Mortgage Co.
            3232 Newmark Drive
            Miamiburg, Ohio 45342
            Attention:  Richard Buck

         b. In the case of the Assignor:

<PAGE>


            Citigroup Global Markets Realty Corp.
            390 Greenwich Street
            New York, New York 10013
            Attention:  Mortgage Finance Group

         c. In the case of the Assignee:

            Wachovia Bank, National Association
            401 South Tryon Street, 12th Floor
            Mail Code NC1179
            Charlotte, NC 28288
            Attention:  ABS-MBS Trust Services

         9. This AAR 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.

         10. No term or provision of this AAR 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.

         11. This AAR Agreement shall inure to the benefit of the successors and
assigns of the parties hereto. 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. Any Master Servicer shall be considered a third party beneficiary of
this AAR Agreement, entitled to all the rights and benefits accruing to any
Master Servicer herein as if it were a direct party to this AAR Agreement.

         12. This AAR Agreement shall survive the conveyance of the Assigned
Loans as contemplated in this AAR Agreement.

         13. This AAR 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.

         14. In the event that any provision of this AAR Agreement conflicts
with any provision of the Agreements with respect to the Assigned Loans, the
terms of this AAR Agreement shall control.


                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Assignment, Assumption
and Recognition Agreement to be executed by their duly authorized officers as of
the date first above written.


<TABLE>
<CAPTION>
<S>                                                          <C>
ASSIGNOR                                                     ASSIGNEE

CITIGROUP GLOBAL MARKETS REALTY CORP.                        WACHOVIA BANK, NATIONAL ASSOCIATION


By:      _______________________________                     By:      _______________________________
Name:    _______________________________                     Name:    _______________________________
Title:   _______________________________                     Title:   _______________________________

COMPANY                                                      ACKNOWLEDGED AND AGREED TO:

NATIONAL CITY MORTGAGE CO.                                   WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION AS
                                                             MASTER SERVICER

By:      _______________________________                     By:      _______________________________
Name:    _______________________________                     Name:    _______________________________
Title:   _______________________________                     Title:   _______________________________
</TABLE>
















<PAGE>


                                    EXHIBIT A

                             ASSIGNED LOAN SCHEDULE




                               EXHIBIT A - Page 1


<PAGE>


                                    EXHIBIT B

                       EXECUTION COPIES OF THE AGREEMENTS




                               EXHIBIT B - Page 1

<PAGE>

                                   EXHIBIT C-1
                                   -----------

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                                 ____________, 2003

Salomon Brothers Mortgage Securities VII, Inc.
390 Greenwich Street, 4th Floor
New York, New York 10013

                  Re:      Pooling and Servicing Agreement, dated as of
                           September 1, 2003, among Salomon Brothers Mortgage
                           Securities VII, Inc., Wells Fargo Bank Minnesota,
                           National Association as master servicer and trust
                           administrator and Wachovia Bank, National Association
                           as Trustee, Mortgage Pass-Through Certificates,
                           Series 2003-HYB1
                           -----------------------------------------------------


Ladies and Gentlemen:

                  Attached is the Trustee's preliminary exceptions 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 ascribed to them in the Pooling and
Servicing Agreement.

                  As to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in the exception report annexed thereto as not being covered by such
certification), (i) all documents required to be delivered to it pursuant
Section 2.01 of the Agreement are in its possession, (ii) such documents have
been reviewed by it and have not been mutilated, damaged or torn and 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 (i), (iii) and (xiv) of the Mortgage Loan Schedule
accurately reflects information set forth in the Mortgage File.

                  The Trustee 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, enforceable, 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.

                                                    WACHOVIA BANK, NATIONAL
                                                    ASSOCIATION, as Trustee

                                                    By:_________________________
                                                    Name:
                                                    Title:




                                      C-2-1

<PAGE>



                                   EXHIBIT C-2
                                   -----------

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                              [Date]

Salomon Brothers Mortgage Securities VII, Inc.
390 Greenwich Street, 4th Floor
New York, NY 10013


                  Re:      Pooling and Servicing Agreement, dated as of
                           September 1, 2003, among Salomon Brothers Mortgage
                           Securities VII, Inc., Wells Fargo Bank Minnesota,
                           National Association as master servicer and trust
                           administrator, Wachovia Bank, National Association as
                           Trustee, Mortgage Pass-Through Certificates, Series
                           2003-HYB1
                           -----------------------------------------------------

Ladies and Gentlemen:

                  In accordance with Section 2.01 of the above-captioned 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 the attachment hereto), it or a
Custodian on its behalf has received:

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

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

                           (c) the original Mortgage with evidence of recording
thereon, and the original recorded power of attorney, if the Mortgage was
executed pursuant to a power of attorney, with evidence of recording thereon;

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

                           (e) the original Assignment of Mortgage for each
Mortgage Loan, in form and substance acceptable for recording, delivered in
blank. If the Mortgage Loan was acquired by


                                      C-2-2

<PAGE>



the Company in a merger, the Assignment of Mortgage must be made by "National
City Mortgage Co., successor by merger to [name of predecessor]." If the
Mortgage Loan was acquired or originated by the Company while doing business
under another name, the Assignment of Mortgage must be by "National City
Mortgage Co., formerly known as [previous name];"

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

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

                           (h) the original mortgagee title insurance policy;

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

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

                  The Trustee 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, enforceable, 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.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.


                                                WACHOVIA BANK, NATIONAL
                                                ASSOCIATION, as Trustee

                                                By:_____________________________
                                                Name:
                                                Title:


                                      C-2-3

<PAGE>



                                   EXHIBIT C-3
                                   -----------

                        FORM OF RECEIPT OF MORTGAGE NOTE

                                                 September 29, 2003

Salomon Brothers Mortgage Securities VII, Inc.
390 Greenwich Street, 4th Floor
New York, NY 10013


                  Re: Pooling and Servicing Agreement, dated as of September 1,
                  2003, among Salomon Brothers Mortgage Securities VII, Inc.,
                  Wells Fargo Bank Minnesota, National Association as master
                  servicer and trust administrator and Wachovia Bank, National
                  Association as Trustee, Mortgage Pass-Through Certificates,
                  Series 2003-HYB1
                  -------------------------------------------------------------

Ladies and Gentlemen:

                  In accordance with Section 2.01 of the above-captioned Pooling
and Servicing Agreement, 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.

                                                WACHOVIA BANK, NATIONAL
                                                ASSOCIATION, as Trustee

                                                By:_____________________________
                                                Name:
                                                Title:


                                      C-3-1

<PAGE>



                                    EXHIBIT D
                                    ---------

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT


                                       D-1

<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT

                  This is a Mortgage Loan Purchase Agreement (the "Agreement"),
dated September 26, 2003, between Salomon Brothers Mortgage Securities VII,
Inc., a Delaware corporation (the "Purchaser") and Citigroup Global Markets
Realty Corp., a New York corporation (the "Seller").

                              Preliminary Statement
                              ---------------------

                  The Seller intends to sell the Mortgage Loans (as hereinafter
defined) to the Purchaser on the terms and subject to the conditions set forth
in this Agreement. The Purchaser intends to deposit the Mortgage Loans into a
mortgage pool comprising the trust fund. The trust fund will be evidenced by a
single series of mortgage pass-through certificates designated as Series
2003-HYB1 (the "Certificates"). The Certificates will consist of eight classes
of certificates. The Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of September 1, 2003 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, Wells Fargo Bank Minnesota,
National Association as master servicer (in such capacity, the "Master
Servicer") and trust administrator and Wachovia Bank, National Association as
trustee (the "Trustee"). Capitalized terms used but not defined herein shall
have the meanings set forth in the Pooling and Servicing Agreement.

                  The parties hereto agree as follows:

                  SECTION 1. AGREEMENT TO PURCHASE. The Seller agrees to sell,
and the Purchaser agrees to purchase, on or before September 29, 2003 (the
"Closing Date"), certain adjustable-rate, conventional residential mortgage
loans purchased by the Seller from National City Mortgage Co. (the "Originator")
(the "Mortgage Loans"), having an aggregate principal balance as of the close of
business on September 1, 2003 (the "Cut-off Date") of $175,277,863 (the "Closing
Balance"), after giving effect to all payments due on the Mortgage Loans on or
before the Cut-off Date, whether or not received.

                  SECTION 2. MORTGAGE LOAN SCHEDULE. The Purchaser and the
Seller have agreed upon which of the mortgage loans owned by the Seller are to
be purchased by the Purchaser pursuant to this Agreement and the Seller will
prepare or cause to be prepared on or prior to the Closing Date a final schedule
(the "Closing Schedule") that together shall describe such Mortgage Loans and
set forth all of the Mortgage Loans to be purchased under this Agreement. The
Closing Schedule will conform to the requirements set forth in this Agreement
and to the definition of "Mortgage Loan Schedule" under the Pooling and
Servicing Agreement. The Closing Schedule shall be used as the Mortgage Loan
Schedule under the Pooling and Servicing Agreement and shall be based on
information provided by the Originator.

                  SECTION 3. CONSIDERATION.

                           (a) In consideration for the Mortgage Loans to be
purchased hereunder, the Purchaser shall, as described in Section 7, pay to or
upon the order of the Seller in immediately available funds an amount (the
"Mortgage Loan Purchase Price") equal to the net sale proceeds of the
Certificates, plus accrued interest.



<PAGE>




                           (b) The Purchaser or any assignee, transferee or
designee of the Purchaser shall be entitled to all scheduled payments of
principal due after the Cut-off Date, all other payments of principal due and
collected after the Cut-off Date, and all payments of interest on the Mortgage
Loans allocable to the period after the Cut-off Date. All scheduled payments of
principal and interest due on or before the Cut-off Date and collected after the
Cut-off Date shall belong to the Seller.

                           (c) Pursuant to the Pooling and Servicing Agreement,
the Purchaser will assign all of its right, title and interest in and to the
Mortgage Loans, together with its rights under this Agreement, to the Trustee
for the benefit of the related Certificateholders.

                  SECTION 4. TRANSFER OF THE MORTGAGE LOANS.

                           (a) POSSESSION OF MORTGAGE FILES. The Seller does
hereby sell, transfer, assign, set over and convey to the Purchaser, without
recourse but subject to the terms of this Agreement, all of its right, title and
interest in, to and under the Mortgage Loans. The contents of each Mortgage File
not delivered to the Purchaser or to any assignee, transferee or designee of the
Purchaser on or prior to the Closing Date are and shall be held in trust by the
Seller for the benefit of the Purchaser or any assignee, transferee or designee
of the Purchaser. Upon the sale of the Mortgage Loans the ownership of each
Mortgage Note, the related Mortgage and the other contents of the related
Mortgage File is vested in the Purchaser and the ownership of all records and
documents with respect to the related Mortgage Loan prepared by or that come
into the possession of the Seller on or after the Closing Date shall immediately
vest in the Purchaser and shall be delivered immediately to the Purchaser or as
otherwise directed by the Purchaser.

                           (b) DELIVERY OF MORTGAGE LOAN DOCUMENTS. In
connection with such transfer and assignment, the Seller does hereby deliver to,
and deposit with, the Purchaser, the documents or instruments with respect to
each Mortgage Loan so transferred and assigned which are designated the
"Mortgage Loan Documents" under the Servicing Agreement and which are listed on
Exhibit C-1 to the Servicing Agreement (a "Mortgage File").

                           With respect to each Mortgage Note and Assignment
endorsed in blank as of the Closing Date, within ninety (90) days of the Closing
Date the Purchaser shall cause such endorsements to be completed in the
following form: "Pay to the order of Wachovia Bank, National Association, as
Trustee, without recourse."

                           Notwithstanding the foregoing, with respect to each
Mortgage File, on the Closing Date, the Purchaser will deliver to, and deposit
with, the Trust Administrator, the Mortgage Note and will deliver the remaining
contents of each Mortgage File within 60 days following the Closing Date.

                           In instances where an original recorded Mortgage,
power of attorney or any assumption, modification, consolidation or extension
agreement cannot be delivered by the Purchaser to the Trustee within 60 days
following the Closing Date, due to a delay in connection with the recording of
such Mortgage, power of attorney or assumption, modification, consolidation or
extension agreement, the Purchaser may, in lieu of delivering such original
recorded Mortgage,


                                       -2-

<PAGE>



power of attorney or assumption, modification, consolidation or extension
agreement referred to in Exhibit C-1 to the Servicing Agreement, deliver or
cause to be delivered to the Trust Administrator a copy thereof, provided that
the Purchaser or the Originator certifies that the original Mortgage, power of
attorney, assumption, modification, consolidation or extension agreement has
been delivered for recordation. In instances where an original recorded Mortgage
or power of attorney has been lost or misplaced, the Purchaser may deliver or
cause to be delivered, in lieu of such Mortgage or power of attorney, a copy of
such Mortgage or power of attorney bearing recordation information and certified
as true and correct by the office in which recordation thereof was made. In
instances where an Assignment in recordable form cannot be delivered by the
Purchaser to the Trust Administrator within 60 days following the Closing Date,
due to a delay in connection with the recording of the Mortgage, the Purchaser
may, in lieu of delivering the completed Assignment in recordable form referred
to in clause (e) of Exhibit C-1 to the Servicing Agreement to the Trust
Administrator, deliver or cause to be delivered such Assignment to the Trust
Administrator completed except for recording information. In all such instances,
the Purchaser will deliver or cause to be delivered the original recorded
Mortgage or power of attorney and completed Assignment (if applicable) to the
Trustee promptly upon receipt of such Mortgage or power of attorney.
                        The Master Servicer shall enforce the obligations of the
Originator under the
Servicing Agreement to cause all Assignments referred to in clause (e) of
Exhibit C-1 to the Servicing Agreement and, to the extent necessary, in clause
(e) of Exhibit C-1 to the Servicing Agreement to be recorded. In the event that
the Master Servicer has actual knowledge or has received written notice that any
such Assignment is lost or returned unrecorded because of a defect therein, the
Master Servicer shall cause the Originator 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.

                           Notwithstanding the foregoing, for administrative
convenience and facilitation of servicing and to reduce costs, the Assignments
shall not be required to be submitted for recording (except with respect to any
Mortgage Loans located in Florida and Maryland) unless such failure to record
would result in a withdrawal or a downgrading by any Rating Agency of the rating
on any Class of Certificates; provided, however, the Master Servicer shall
enforce the obligation of the Originator under the Servicing Agreement to submit
each Assignment for recording, at the Originator's expense, upon a the Master
Servicer gaining actual knowledge or written notice of the earliest to occur of:
(i) direction by Holders of Certificates entitled to at least 25% of the Voting
Rights, (ii) the occurrence of an Event of Default under the Servicing
Agreement, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Originator, (iv) the occurrence of a servicing transfer under
the Servicing Agreement, (v) with respect to any one Assignment the occurrence
of a foreclosure relating to the Mortgagor under the related Mortgage and (vi)
on or after the 90th day on which the payment for such Mortgage Loan was due and
payable and not received. Notwithstanding the foregoing, if the Originator fails
to pay the cost of recording the Assignments, such expense will be paid by the
Trust Administrator and the Trust Administrator shall be reimbursed for such
expenses as Extraordinary Trust Fund Expenses.

                           The Purchaser shall deliver or cause to be delivered
to the Trustee promptly upon receipt thereof any other original documents
constituting a part of a Mortgage File received with


                                       -3-

<PAGE>



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

                           All original documents relating to the Mortgage Loans
that are not delivered to the Trust Administrator are and shall be held by or on
behalf of the Mortgage Loan Seller, the Servicer, the Purchaser or the Master
Servicer, as the case may be, in trust for the benefit of the Trustee on behalf
of the Certificateholders. In the event that any such original document is
required pursuant to the terms of this Section to be a part of a Mortgage File,
such document shall be delivered promptly to the Trust Administrator. Any such
original document delivered to or held by the Purchaser that is not required
pursuant to the terms of this Section to be a part of a Mortgage File, shall be
delivered promptly to the Servicer.

                           (c) ACCEPTANCE OF MORTGAGE LOANS. The documents
delivered pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or
any assignee, transferee or designee of the Purchaser at any time before or
after the Closing Date (and with respect to each document permitted to be
delivered after the Closing Date within seven days of its delivery) to ascertain
that all required documents have been executed and received and that such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule.

                           (d) TRANSFER OF INTEREST IN AGREEMENTS. The Purchaser
has the right to assign its interest under this Agreement, in whole or in part,
to the Trustee, as may be required to effect the purposes of the Pooling and
Servicing Agreement, without the consent of the Seller or the Originator, and
the assignee shall succeed to the rights and obligations hereunder of the
Purchaser. Any expense reasonably incurred by or on behalf of the Purchaser, the
Master Servicer, the Trust Administrator or the Trustee in connection with
enforcing any obligations of the Seller under this Agreement will be promptly
reimbursed by the Seller.

                           (e) EXAMINATION OF MORTGAGE FILES. Prior to the
Closing Date, the Seller shall either (i) deliver in escrow to the Purchaser or
to any assignee, transferee or designee of the Purchaser, for examination, the
Mortgage File pertaining to each Mortgage Loan, or (ii) make such Mortgage Files
available to the Purchaser or to any assignee, transferee or designee of the
Purchaser for examination. Such examination may be made by the Purchaser or the
Trustee, and their respective designees, upon reasonable notice to the Seller
during normal business hours before the Closing Date and within 60 days after
the Closing Date. If any such person makes such examination prior to the Closing
Date and identifies any Mortgage Loans that do not conform to the requirements
of the Purchaser as described in this Agreement, such Mortgage Loans shall be
deleted from the Closing Schedule. The Purchaser may, at its option and without
notice to the Seller, purchase all or part of the Mortgage Loans without
conducting any partial or complete examination. The fact that the Purchaser or
any person has conducted or has failed to conduct any partial or complete
examination of the Mortgage Files shall not affect the rights of the Purchaser
or any assignee, transferee or designee of the Purchaser to demand repurchase or
other relief as provided herein or under the Pooling and Servicing Agreement.

                  SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
                             SELLER



                                       -4-

<PAGE>



                  (a) The Seller hereby represents and warrants to the
Purchaser, as of the date hereof and as of the Closing Date, and covenants,
that:

                           (i) The Seller is duly organized, validly existing
and in good standing as a corporation under the laws of the State of New York
with full corporate power and authority to conduct its business as presently
conducted by it to the extent material to the consummation of the transactions
contemplated herein. The Seller has the full corporate power and authority to
own the Mortgage Loans and to transfer and convey the Mortgage Loans to the
Purchaser and has the full corporate power and authority to execute and deliver,
engage in the transactions contemplated by, and perform and observe the terms
and conditions of this Agreement.

                           (ii) The Seller 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 Originator and the Purchaser, constitutes a legal, valid and
binding obligation of the Seller, enforceable against it in accordance with its
terms except as the enforceability thereof may be limited by bankruptcy,
insolvency or reorganization or by general principles of equity.

                           (iii) The execution, delivery and performance of this
Agreement by the Seller (x) does not conflict and will not conflict with, does
not breach and will not result in a breach of and does not constitute and will
not constitute a default (or an event, which with notice or lapse of time or
both, would constitute a default) under (A) any terms or provisions of the
articles of incorporation or by-laws of the Seller, (B) any term or provision of
any material agreement, contract, instrument or indenture, to which the Seller
is a party or by which the Seller or any of its property is bound or (C) any
law, rule, regulation, order, judgment, writ, injunction or decree of any court
or governmental authority having jurisdiction over the Seller or any of its
property and (y) does not create or impose and will not result in the creation
or imposition of any lien, charge or encumbrance which would have a material
adverse effect upon the Mortgage Loans or any documents or instruments
evidencing or securing the Mortgage Loans.

                           (iv) No consent, approval, authorization or order of,
registration or filing with, or notice on behalf of the Seller to any
governmental authority or court is required, under federal laws or the laws of
the State of New York, for the execution, delivery and performance by the Seller
of, or compliance by the Seller with, this Agreement or the consummation by the
Seller of any other transaction contemplated hereby and by the Pooling and
Servicing Agreement; provided, however, that the Seller makes no representation
or warranty regarding federal or state securities laws in connection with the
sale or distribution of the Certificates.

                           (v) This Agreement does not contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements contained herein not misleading. The written statements, reports
and other documents prepared and furnished or to be prepared and furnished by
the Seller pursuant to this Agreement or in connection with the transactions
contemplated hereby taken in the aggregate do not contain any untrue statement
of material fact or omit to state a material fact necessary to make the
statements contained therein not misleading.



                                       -5-

<PAGE>



                           (vi) The Seller is not in violation of, and the
execution and delivery of this Agreement by the Seller and its performance and
compliance with the terms of this Agreement will not constitute a violation with
respect to, any order or decree of any court or any order or regulation of any
federal, state, municipal or governmental agency having jurisdiction over the
Seller or its assets, which violation might have consequences that would
materially and adversely affect the condition (financial or otherwise) or the
operation of the Seller or its assets or might have consequences that would
materially and adversely affect the performance of its obligations and duties
hereunder.

                           (vii) The Seller does not believe, nor does it have
any reason or cause to believe, that it cannot perform each and every covenant
contained in this Agreement.

                           (viii) Immediately prior to the sale of the Mortgage
Loans to the Purchaser as herein contemplated, the Seller will be the owner of
the related Mortgage and the indebtedness evidenced by the related Mortgage
Note, and, upon the payment to the Seller of the Purchase Price, in the event
that the Seller retains or has retained record title, the Seller shall retain
such record title to each Mortgage, each related Mortgage Note and the related
Mortgage Files with respect thereto in trust for the Purchaser as the owner
thereof from and after the date hereof.

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

                           (x) The consummation of the transactions contemplated
by this Agreement are in the ordinary course of business of the Seller, and the
transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by
the Seller are not subject to the bulk transfer or any similar statutory
provisions.

                           (xi) The Seller has not dealt with any broker,
investment banker, agent or other person, except for the Purchaser or any of its
affiliates, that may be entitled to any commission or compensation in connection
with the sale of the Mortgage Loans.

                           (xii) There is no litigation currently pending or, to
the best of the Seller's knowledge without independent investigation, threatened
against the Seller that would reasonably be expected to adversely affect the
transfer of the Mortgage Loans, the issuance of the Certificates or the
execution, delivery, performance or enforceability of this Agreement, or that
would result in a material adverse change in the financial condition of the
Seller.

                           (xiii) The Seller is solvent and will not be rendered
insolvent by the consummation of the transactions contemplated hereby. The
Seller is not transferring any Mortgage loan with any intent to hinder, delay or
defraud any of its creditors.



                                       -6-

<PAGE>



                  (b) The Seller hereby represents and warrants to the
Purchaser, as to each Mortgage Loan, as of the date hereof and as of the Closing
Date, and covenants, that:

                           (i) 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.

                           (ii) None of the Mortgage Loans are High Cost as
defined by any applicable predatory and abusive lending laws.


                  SECTION 6. REPURCHASE OBLIGATION FOR DEFECTIVE DOCUMENTATION
                             AND FOR BREACH OF REPRESENTATION AND WARRANTY.

                  (a) The representations and warranties contained in Section 5
shall not be impaired by any review and examination of loan files or other
documents evidencing or relating to the Mortgage Loans or any failure on the
part of the Purchaser to review or examine such documents and shall inure to the
benefit of any assignee, transferee or designee of the Purchaser, including the
Trustee for the benefit of holders of Mortgage Pass-Through Certificates
evidencing an interest in all or a portion of the Mortgage Loans. With respect
to the representations and warranties contained herein which are made to the
knowledge or the best of 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 was inaccurate as of the date such representation and warranty was
made or deemed to be made, and such inaccuracy materially and adversely affects
the value of the related Mortgage Loan or the interest therein of the Purchaser
or the Purchaser's assignee, transferee or designee, then notwithstanding the
lack of knowledge by the Seller with respect to the substance of such
representation and warranty being inaccurate at the time the representation and
warranty was made, the Seller shall take such action described in the following
paragraph in respect of such Mortgage Loan.

                  Upon discovery by the Purchaser or any assignee, transferee or
designee of the Purchaser of a breach of any of the representations and
warranties contained in Section 5(b) that materially and adversely affects the
value of any Mortgage Loan, the Purchaser or the Purchaser's assignee,
transferee or designee or the party discovering the breach shall give prompt
written notice to the Seller. Within ninety (90) days of any breach of a
representation and warranty, the Seller promptly shall cure such defect or
breach in all material respects, or in the event such defect or breach cannot be
cured, the Seller shall within ninety (90) days of its discovery or receipt of
notice, either (i) repurchase the affected Mortgage Loan at the Purchase Price
or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause
the removal of such Mortgage Loan from the Trust Fund and substitute one or more
Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule
to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement
and the Pooling and Servicing Agreement and the addition, if any, of a Qualified
Substitute Mortgage Loan. The Seller shall deliver to the Purchaser such amended
Closing Schedule and shall deliver such other documents as are required by this
Agreement or the Pooling and Servicing Agreement within five (5) days of any
such amendment. Any repurchase pursuant to this Section 6(a) shall be
accomplished by remittance to the Master Servicer for deposit in the Collection


                                       -7-

<PAGE>



Account of the amount of the Purchase Price in accordance with Section 2.03 of
the Pooling and Servicing Agreement. Any repurchase or substitution required by
this Section shall be made in a manner consistent with Section 2.03 of the
Pooling and Servicing Agreement.

                  (b) It is understood and agreed that the obligations of the
Seller set forth in this Section 6 to cure, repurchase or substitute for a
defective Mortgage Loan constitute the sole remedies of the Purchaser against
the Seller respecting a breach of the representations and warranties contained
in Section 5(b).

                  SECTION 7. CLOSING; PAYMENT FOR THE MORTGAGE LOANS. The
closing of the purchase and sale of the Mortgage Loans shall be held at the New
York City office of Thacher Proffitt & Wood LLP at 10:00 AM New York City time
on the Closing Date.

                  The closing shall be subject to each of the following
conditions:

                  (a)      All of the representations and warranties of the
                           Seller under this Agreement shall be true and correct
                           in all material respects as of the date as of which
                           they are made and no event shall have occurred which,
                           with notice or the passage of time, would constitute
                           a default under this Agreement;

                  (b)      The Purchaser shall have received, or the attorneys
                           of the Purchaser shall have received in escrow (to be
                           released from escrow at the time of closing), all
                           Closing Documents as specified in Section 9 of this
                           Agreement, in such forms as are agreed upon and
                           acceptable to the Purchaser, duly executed by all
                           signatories other than the Purchaser as required
                           pursuant to the respective terms thereof;

                  (c)      The Seller shall have delivered or caused to be
                           delivered and released to the Purchaser or to its
                           designee, all documents (including without
                           limitation, the Mortgage Loans) required to be so
                           delivered by the Purchaser; and

                  (d)      All other terms and conditions of this Agreement
                           shall have been complied with.

                  Subject to the foregoing conditions, the Purchaser shall
deliver or cause to be delivered to the Seller on the Closing Date, against
delivery and release by the Seller to the Trustee of all documents required
pursuant to the Pooling and Servicing Agreement, the consideration for the
Mortgage Loans as specified in Section 3 of this Agreement, by delivery to the
Seller of the Mortgage Loan Purchase Price.

                  SECTION 8. CLOSING DOCUMENTS. Without limiting the generality
of Section 8 hereof, the closing shall be subject to delivery of each of the
following documents:

                  (a)      An Officers' Certificate of the Seller, dated the
                           Closing Date, upon which the Purchaser and Citigroup
                           Global Markets Inc. (the "Underwriter") may rely, in
                           a form acceptable to the Purchaser;


                                       -8-

<PAGE>



                  (b)      A Secretary's Certificate of the Seller, dated the
                           Closing Date, upon which the Purchaser and the
                           Underwriter may rely, in a form acceptable to the
                           Purchaser, and attached thereto copies of the
                           certificate of incorporation, by-laws and certificate
                           of good standing of the Seller;

                  (c)      An Opinion of Counsel of the Seller, dated the
                           Closing Date and addressed to the Purchaser and the
                           Underwriter, in a form acceptable to the Purchaser;

                  (d)      An Officers' Certificate of the Originator, dated the
                           Closing Date, upon which the Purchaser and the
                           Underwriter may rely, in a form acceptable to the
                           Purchaser;

                  (e)      A Secretary's Certificate of the Originator, dated
                           the Closing Date, upon which the Purchaser and the
                           Underwriter may rely, in a form acceptable to the
                           Purchaser, and attached thereto copies of the
                           certificate of incorporation, by-laws and certificate
                           of good standing of the Originator;

                  (f)      Such opinions of counsel as the Rating Agencies or
                           the Trustee may request in connection with the sale
                           of the Mortgage Loans by the Seller to the Purchaser
                           or the Seller's execution and delivery of, or
                           performance under, this Agreement;

                  (g)      A letter from Deloitte & Touche L.L.P., certified
                           public accountants, dated the date hereof and to the
                           effect that they have performed certain specified
                           procedures as a result of which they determined that
                           certain information of an accounting, financial or
                           statistical nature set forth in the Purchaser's
                           Prospectus Supplement, dated September 26, 2003 under
                           the subheadings "Summary of Prospectus
                           Supplement--The Mortgage Loans," "Risk Factors" (to
                           the extent of information regarding the Mortgage
                           Loans therein) and "The Mortgage Pool" agrees with
                           the records of the Seller;

                  (i)      A letter from Ernst & Young, certified public
                           accountants, dated the date hereof and to the effect
                           that they have performed certain specified procedures
                           as a result of which they determined that certain
                           information of an accounting, financial or
                           statistical nature set forth in the Purchaser's
                           Prospectus Supplement, dated September 26, 2003 under
                           the subheading "The Master Servicer and the
                           Servicer--The Servicer" agrees with the records of
                           the Servicer; and

                  (j)      Such further information, certificates, opinions and
                           documents as the Purchaser or the Underwriter may
                           reasonably request.

                  SECTION 9. COSTS. The Seller shall pay (or shall reimburse the
Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) all necessary and reasonable costs and expenses incurred
directly in delivering this Agreement, the Pooling and Servicing Agreement, the
Certificates, the prospectus, Prospectus Supplement, and private placement


                                       -9-

<PAGE>



memorandum relating to the Certificates and other related documents, the initial
fees, costs and expenses of the Trustee set forth in an engagement letter
delivered to the Seller by the Trustee, the fees and expenses of the Purchaser's
counsel in connection with the preparation of all documents relating to the
securitization of the Mortgage Loans, the filing fee charged by the Securities
and Exchange Commission for registration of the Certificates, the fees charged
by any rating agency to rate the Certificates and the ongoing expenses of the
Rating Agencies. All other costs and expenses in connection with the
transactions contemplated hereunder shall be borne by the party incurring such
expense.

                  SECTION 10. [Reserved].

                  SECTION 11. MANDATORY DELIVERY; GRANT OF SECURITY INTEREST.
The sale and delivery on the Closing Date of the Mortgage Loans described on the
Mortgage Loan Schedule in accordance with the terms and conditions of this
Agreement is mandatory. It is specifically understood and agreed that each
Mortgage Loan is unique and identifiable on the date hereof and that an award of
money damages would be insufficient to compensate the Purchaser for the losses
and damages incurred by the Purchaser in the event of the Seller's failure to
deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
grants to the Purchaser a lien on and a continuing security interest in the
Seller's interest in each Mortgage Loan and each document and instrument
evidencing each such Mortgage Loan to secure the performance by the Seller of
its obligation hereunder, and the Seller agrees that it holds such Mortgage
Loans in custody for the Purchaser, subject to the Purchaser's (i) right, prior
to the Closing Date, to reject any Mortgage Loan to the extent permitted by this
Agreement and (ii) obligation to deliver or cause to be delivered the
consideration for the Mortgage Loans pursuant to Section 8 hereof. Any Mortgage
Loans rejected by the Purchaser shall concurrently therewith be released from
the security interest created hereby. The Seller agrees that, upon acceptance of
the Mortgage Loans by the Purchaser or its designee and delivery of payment to
the Seller, that its security interest in the Mortgage Loans shall be released.
All rights and remedies of the Purchaser under this Agreement are distinct from,
and cumulative with, any other rights or remedies under this Agreement or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.

                  Notwithstanding the foregoing, if on the Closing Date, each of
the conditions set forth in Section 8 hereof shall have been satisfied and the
Purchaser shall not have paid or caused to be paid the Mortgage Loan Purchase
Price, or any such condition shall not have been waived or satisfied and the
Purchaser determines not to pay or cause to be paid the Mortgage Loan Purchase
Price, the Purchaser shall immediately effect the redelivery of the Mortgage
Loans, if delivery to the Purchaser has occurred and the security interest
created by this Section 12 shall be deemed to have been released.

                  SECTION 12. NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered to or mailed by registered mail, postage prepaid, or
transmitted by telex or telegraph and confirmed by a similar mailed writing, if
to the Purchaser, addressed to the Purchaser at 390 Greenwich Street, 4th Floor,
New York, New York 10013, Attention: Mortgage Finance Group, or such other
address as may hereafter be furnished to the Seller in writing by the Purchaser,
and if to the Seller, addressed to the Seller at 390 Greenwich Street, 4th
Floor, New York, New York 10013, Attention: Mortgage


                                      -10-

<PAGE>



Finance Group, or such other address as may hereafter be furnished to the
Purchaser in writing by the Seller.

                  SECTION 13. SEVERABILITY OF PROVISIONS. Any part, provision,
representation or warranty of this Agreement which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. Any part, provision, representation or warranty of this Agreement which
is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.

                  SECTION 14. AGREEMENT OF PARTIES. The Seller and the Purchaser
each agree to execute and deliver such instruments and take such actions as
either of the others may, from time to time, reasonably request in order to
effectuate the purpose and to carry out the terms of this Agreement and the
Pooling and Servicing Agreement.

                  SECTION 15. SURVIVAL. The Seller agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the Purchaser, notwithstanding any investigation heretofore or
hereafter made by the Purchaser or on its behalf, and that the representations,
warranties and agreements made by the Seller herein or in any such certificate
or other instrument shall survive the delivery of and payment for the Mortgage
Loans and shall continue in full force and effect, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes and notwithstanding
subsequent termination of this Agreement, the Pooling and Servicing Agreement or
the Trust Fund.

                  SECTION 16. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS,
DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (INCLUDING THE CHOICE OF LAW
PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND
THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT.

                  SECTION 17. MISCELLANEOUS. This Agreement may be executed in
two or more counterparts, each of which when so executed and delivered shall be
an original, but all of which together shall constitute one and the same
instrument. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. This Agreement
supersedes all prior agreements and understandings relating to the subject
matter hereof. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.



                                      -11-

<PAGE>



                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in
Section 4 hereof be, and be construed as, a sale of the Mortgage Loans by the
Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller
to the Purchaser to secure a debt or other obligation of the Seller. However, in
the event that, notwithstanding the aforementioned intent of the parties, the
Mortgage Loans are held to be property of the Seller, then, (a) it is the
express intent of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof
shall be deemed to be a grant by the Seller to the Purchaser of a security
interest in all of the Seller's right, title and interest in and to the Mortgage
Loans and all amounts payable to the holders of the Mortgage Loans in accordance
with the terms thereof and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Collection Account whether
in the form of cash, instruments, securities or other property; (3) the
possession by the Purchaser or its agent of Mortgage Notes, the related
Mortgages and such other items of property that constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession by the
secured party" for purposes of perfecting the security interest pursuant to
Section 9-305 of the New York Uniform Commercial Code; and (4) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Purchaser for the purpose of perfecting
such security interest under applicable law. Any assignment of the interest of
the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an
assignment of any security interest created hereby. The Seller and the Purchaser
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement and the Pooling and
Servicing Agreement.



                                      -12-

<PAGE>


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

                                              SALOMON BROTHERS MORTGAGE
                                              SECURITIES VII, INC.


                                              By:__________________________
                                              Name:
                                              Title:


                                              CITIGROUP GLOBAL MARKETS
                                              REALTY CORP.


                                              By:__________________________
                                              Name:
                                              Title:

<PAGE>



                                    EXHIBIT E
                                    ---------

                               REQUEST FOR RELEASE

TO:      Wachovia Bank, National Association
         [________]
         [________]

                  Re:      Pooling and Servicing Agreement dated as of September
                           1, 2003, among Salomon Brothers Mortgage Securities
                           VII, Inc., as Depositor, Wells Fargo Bank Minnesota,
                           National Association as master servicer and trust
                           administrator and Wachovia Bank, National Association
                           as Trustee
                           -----------------------------------------------------

                  In connection with the administration of the Mortgage Loans
held by you as Trustee for the Owner pursuant to the above-captioned Agreement,
we request the release, and hereby acknowledge receipt, of the Trustee's
Mortgage File for the Mortgage Loan described below, for the reason indicated.

Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:



Reason for Requesting Documents (check one):

______________             1.       Mortgage Paid in Full

______________             2.       Foreclosure

______________             3.       Substitution

______________             4.       Other Liquidation (Repurchases, etc.)

______________             5.       Nonliquidation

Reason:______________________________________________

Address to which Trustee should
Deliver the Custodian's Mortgage File:

                                    [____________]
                                    [____________]




                                       E-1

<PAGE>






                                         By:________________________________
                                                  (authorized signer)

Issuer:____________________________
                        Address:         ____________________________________

                                         ____________________________________

Date:_____________________________
Trustee

WACHOVIA BANK, NATIONAL ASSOCIATION

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 TRANSFEROR REPRESENTATION LETTER

                                                 [Date]
Wachovia Bank, National Association
[________]
[________]
Attention:  SBMSVII, Series 2003-HYB1

                  Re:      Citigroup Mortgage Loan Trust, Series 2003-HYB1,
                           Mortgage Pass-Through Certificates, Class ___,
                           representing a ___% Class ___ Percentage Interest
                           -------------------------------------------------

Ladies and Gentlemen:

                  In connection with the transfer by ________________ (the
"Transferor") to ________________ (the "Transferee") of the captioned mortgage
pass-through certificates (the "Certificates"), the Transferor hereby certifies
as follows:

                  Neither the Transferor nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, (e) has taken any other action, that (in the case of each of
subclauses (a) through (e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933, as amended (the "1933 Act"), or
would render the disposition of any Certificate a violation of Section 5 of the
1933 Act or any state securities law or would require registration or
qualification pursuant thereto. The Transferor will not act, nor has it
authorized or will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to any Certificate. The Transferor will not
sell or otherwise transfer any of the Certificates, except in compliance with
the provisions of that certain Pooling and Servicing Agreement, dated as of
September 1, 2003, among Salomon Brothers Mortgage Securities VII, Inc. as
Depositor, Wells Fargo Bank Minnesota, National Association as trust
administrator and master servicer and Wachovia Bank, National Association as
Trustee (the "Pooling and Servicing Agreement"), pursuant to which Pooling and
Servicing Agreement the Certificates were issued.




                                      F-1-1

<PAGE>



                  Capitalized terms used but not defined herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

                                                   Very truly yours,

                                                   [Transferor]

                                                   By:_________________________
                                                   Name:
                                                   Title:





                                      F-1-2

<PAGE>



                    FORM OF TRANSFEREE REPRESENTATION LETTER

                                                     [Date]


Wachovia Bank, National Association
[_______]
[_______]
Attention:  SBMSVII, Series 2003

                  Re:      Citigroup Mortgage Loan Trust, Series 2003-UP2,
                           Mortgage Pass-Through Certificates, Class ___,
                           representing a ___% Percentage Interest
                           -----------------------------------------------

Ladies and Gentlemen:

                  In connection with the purchase from ______________________
(the "Transferor") on the date hereof of the captioned trust certificates (the
"Certificates"), _______________ (the "Transferee") hereby certifies as follows:

                  1. The Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933 (the
"1933 Act") and has completed either of the forms of certification to that
effect attached hereto as Annex 1 or Annex 2. The Transferee is aware that the
sale to it is being made in reliance on Rule 144A. The Transferee is acquiring
the Certificates for its own account or for the account of a qualified
institutional buyer, and understands that such Certificate 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 1933 Act.

                  2. The Transferee has been furnished with all information
regarding (a) the Certificates and distributions thereon, (b) the nature,
performance and servicing of the Mortgage Loans, (c) the Pooling and Servicing
Agreement referred to below, and (d) any credit enhancement mechanism associated
with the Certificates, that it has requested.

                  All capitalized terms used but not otherwise defined herein
have the respective meanings assigned thereto in the Pooling and Servicing
Agreement, dated as of Setpember 1, 2003, among Salomon Brothers Mortgage
Securities VII, Inc. as Depositor, Wells Fargo Bank Minnesota, National
Association as master servicer and trust administrator and Wachovia Bank,
National Association as Trustee, pursuant to which the Certificates were issued.

                                                    [TRANSFEREE]

                                                    By:_________________________
                                                    Name:
                                                    Title:


                                      F-1-3

<PAGE>



                                                          ANNEX 1 TO EXHIBIT F-1
                                                          ----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

          [For Transferees Other Than Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and Wachovia Bank, National Association, as
Trustee, with respect to the mortgage pass-through certificates (the
"Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
entity purchasing the Certificates (the "Transferee").

                  2. In connection with purchases by the Transferee, the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933 ("Rule 144A") because (i) the Transferee
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 Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

         ___ CORPORATION, ETC. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or any organization described in Section
501(c)(3) of the Internal Revenue Code of 1986.

         ___ BANK. The Transferee (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. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined by a State
or Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b) has an
audited net worth of at least

         ___ BROKER-DEALER. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.

--------

         1 Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities. $25,000,000 as demonstrated in its latest annual financial
statements, A COPY OF WHICH IS ATTACHED HERETO.



                                      F-1-4

<PAGE>



         ___ INSURANCE COMPANY. The Transferee 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.

         ___ STATE OR LOCAL PLAN. The Transferee 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 Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974.

         ___ INVESTMENT ADVISOR. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.

                  3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i)
securities of issuers that are affiliated with the Transferee, (ii) securities
that are part of an unsold allotment to or subscription by the Transferee, if
the Transferee 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 Transferee, the
Transferee used the cost of such securities to the Transferee and did not
include any of the securities referred to in the preceding paragraph. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934.

                  5. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor 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 Transferee may be in reliance on Rule 144A.

         ___      ___      Will the Transferee be purchasing the Certificates
         Yes      No       only for the Transferee's own account?

                  6. If the answer to the foregoing question is "no", the
Transferee agrees that, in connection with any purchase of securities sold to
the Transferee for the account of a third party (including any separate account)
in reliance on Rule 144A, the Transferee will only purchase for the account of a
third party that at the time is a "qualified institutional buyer" within the
meaning of Rule 144A. In addition, the Transferee agrees that the Transferee
will not purchase securities for a third


                                      F-1-5

<PAGE>



party unless the Transferee has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

                  7. The Transferee 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 Transferee's purchase of the
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties updated annual financial statements promptly after they become
available.

Dated:

                                       ____________________________________
                                       Print Name of Transferee


                                       By:_________________________________
                                       Name:
                                       Title:


                                      F-1-6

<PAGE>



                                                          ANNEX 2 TO EXHIBIT F-1
                                                          ----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

           [For Transferees That Are Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and Wachovia Bank, National Association, as
Trustee, with respect to the mortgage pass- through certificates (the
"Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the entity purchasing the
Certificates (the "Transferee") or, if the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because the Transferee is part of a Family of
Investment Companies (as defined below), is such an officer of the investment
adviser (the "Adviser").

                  2. In connection with purchases by the Transferee, the
Transferee is a "qualified institutional buyer" as defined in Rule 144A because
(i) the Transferee is an investment company registered under the Investment
Company Act of 1940, and (ii) as marked below, the Transferee alone, or the
Transferee'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 Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used.

         ____              The Transferee owned $___________________ in
                           securities (other than the excluded securities
                           referred to below) as of the end of the Transferee's
                           most recent fiscal year (such amount being calculated
                           in accordance with Rule 144A).

         ____              The Transferee 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 Transferee'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 Transferee or are part of the
Transferee'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.


                                      F-1-7

<PAGE>



                  5. The Transferee is familiar with Rule 144A and understands
that the parties to which this certification is being made are relying and will
continue to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A. In addition, the Transferee will
only purchase for the Transferee's own account.

                  6. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Certificates will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.

Dated:

                                           ___________________________________
                                           Print Name of Transferee or Advisor


                                           By:________________________________
                                           Name:
                                           Title:

                                           IF AN ADVISER:

                                           ___________________________________
                                           Print Name of Transferee



                                      F-1-8

<PAGE>



                    FORM OF TRANSFEREE REPRESENTATION LETTER
                    ----------------------------------------

                  The undersigned hereby certifies on behalf of the purchaser
named below (the "Purchaser") as follows:

                  1. I am an executive officer of the Purchaser.

                  2. The Purchaser is a "qualified institutional buyer", as
defined in Rule 144A, ("Rule 144A") under the Securities Act of 1933, as
amended.

                  3. As of the date specified below (which is not earlier than
the last day of the Purchaser's most recent fiscal year), the amount of
"securities", computed for purposes of Rule 144A, owned and invested on a
discretionary basis by the Purchaser was in excess of $100,000,000.

                                                      Name of Purchaser

                                                      __________________________

                                                      By:_______________________
                                                      Name:
                                                      Title:


Date of this certificate:

Date of information provided in paragraph 3



                                      F-1-9

<PAGE>



                                   EXHIBIT F-2
                                   -----------

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF ___________                )

COUNTY OF _________                 )

                  __________________________, being duly sworn, deposes,
represents and warrants as follows:

                  1. I am a ______________________ of __________________________
(the "Owner") a corporation duly organized and existing under the laws of
______________, the record owner of Citigroup Mortgage Loan Trust, Series
2003-HYB1, Mortgage Pass-Through Certificates, Class R Certificates, (the "Class
R Certificates"), on behalf of whom I make this affidavit and agreement.
Capitalized terms used but not defined herein have the respective meanings
assigned thereto in the Pooling and Servicing Agreement pursuant to which the
Class R Certificates were issued.

                  2. The Owner (i) is and will be a "Permitted Transferee" as of
____________, 20__ and (ii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an
affidavit in substantially the same form as this affidavit. A "Permitted
Transferee" is any person other than a "disqualified organization" or a
possession of the United States. For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

                  3. The Owner is aware (i) of the tax that would be imposed on
transfers of the Class R Certificates to disqualified organizations under the
Internal Revenue Code of 1986 that applies to all transfers of the Class R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
or, if such transfer is through an agent (which person includes a broker,
nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that
the person otherwise liable for the tax shall be relieved of liability for the
tax if the transferee furnishes to such person an affidavit that the transferee
is a Permitted Transferee and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that each of the
Class R Certificates may be a "noneconomic residual interest" within the meaning
of proposed Treasury regulations promulgated under 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 is to impede the assessment or collection of tax.



                                      F-2-1

<PAGE>



                  4. The Owner is aware of the tax imposed on a "pass-through
entity" holding the Class R Certificates if, at any time during the taxable year
of the pass-through entity, a non-Permitted Transferee is the record holder of
an interest in such entity. (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.)

                  5. The Owner is aware that the Trustee will not register the
transfer of any Class R Certificate unless the transferee, or the transferee's
agent, delivers to the Trustee, among other things, an affidavit in
substantially the same form as this affidavit. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.

                  6. The Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is a Permitted Transferee.

                  7. The Owner's taxpayer identification number is
_________________.

                  8. The Owner has reviewed the restrictions set forth on the
face of the Class R Certificates and the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement under which the Class R Certificates were issued
(in particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which authorize
the Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event that the Owner holds such Certificate
in violation of Section 5.02(d)); and that the Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.

                  9. The Owner is not acquiring and will not transfer the Class
R Certificates in order to impede the assessment or collection of any tax.

                  10. The Owner anticipates that it will, so long as it holds
the Class R Certificates, have sufficient assets to pay any taxes owed by the
holder of such Class R Certificates, and hereby represents to and for the
benefit of the person from whom it acquired the Class R Certificates that the
Owner intends to pay taxes associated with holding such Class R Certificates as
they become due, fully understanding that it may incur tax liabilities in excess
of any cash flows generated by the Class R Certificates.

                  11. The Owner has no present knowledge that it may become
insolvent or subject to a bankruptcy proceeding for so long as it holds the
Class R Certificates.

                  12. The Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.

                  13. The Owner is not acquiring the Class R Certificates with
the intent to transfer the Class R Certificates to any person or entity that
will not have sufficient assets to pay any taxes


                                      F-2-2

<PAGE>



owed by the holder of such Class R Certificates, or that may become insolvent or
subject to a bankruptcy proceeding, for so long as the Class R Certificates
remain outstanding.

                  14. The Owner will, in connection with any transfer that it
makes of the Class R Certificates, obtain from its transferee the
representations required by Section 5.02(d) of the Pooling and Servicing
Agreement under which the Class R Certificate were issued and will not
consummate any such transfer if it knows, or knows facts that should lead it to
believe, that any such representations are false.

                  15. The Owner will, in connection with any transfer that it
makes of the Class R Certificates, deliver to the Trustee an affidavit, which
represents and warrants that it is not transferring the Class R Certificates to
impede the assessment or collection of any tax and that it has no actual
knowledge that the proposed transferee: (i) has insufficient assets to pay any
taxes owed by such transferee as holder of the Class R Certificates; (ii) may
become insolvent or subject to a bankruptcy proceeding for so long as the Class
R Certificates remains outstanding; and (iii) is not a "Permitted Transferee".

                  16. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States may be included 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.





                                      F-2-3

<PAGE>



                  IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
__________, 20__.

                                                      [OWNER]

                                                      By:_______________________
                                                      Name:
                                                      Title:  [Vice] President

ATTEST:

By:_________________________________
Name:
Title:    [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 a [Vice] President of the Owner, and acknowledged to me that [he/she]
executed the same as [his/her] free act and deed and the free act and deed of
the Owner.

                  Subscribed and sworn before me this ____ day of __________,
20___.



                                                 ____________________________
                                                       Notary Public

                                                 County of __________________
                                                 State of ___________________

                                                 My Commission expires:




                                      F-2-4

<PAGE>



                          FORM OF TRANSFEROR AFFIDAVIT
                          ----------------------------

STATE OF NEW YORK                   )

COUNTY OF NEW YORK                  )

                  __________________________, being duly sworn, deposes,
represents and warrants as follows:

                  1. I am a ____________________ of ____________________________
(the "Owner"), a corporation duly organized and existing under the laws of
______________, on behalf of whom I make this affidavit.

                  2. The Owner is not transferring the Class R Certificates (the
"Residual Certificates") to impede the assessment or collection of any tax.

                  3. The Owner has no actual knowledge that the Person that is
the proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.

                  4. The Owner understands that the Purchaser has delivered to
the Trustee a transfer affidavit and agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit F-2. The Owner does not know or
believe that any representation contained therein is false.

                  5. At the time of transfer, the Owner has conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Owner has determined that the Purchaser has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Owner understands that the transfer of a
Residual Certificate may not be respected for United States income tax purposes
(and the Owner may continue to be liable for United States income taxes
associated therewith) unless the Owner has conducted such an investigation.

                  6. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Pooling and Servicing Agreement.



                                      F-2-5

<PAGE>



                  IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 20__.

                                                  [OWNER]

                                                  By:___________________________
                                                  Name:
                                                  Title:    [Vice] President

ATTEST:

By:______________________________
Name:
Title:   [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 a [Vice] President of the Owner, and acknowledged to me that [he/she]
executed the same as [his/her] free act and deed and the free act and deed of
the Owner.

                  Subscribed and sworn before me this ____ day of __________,
20___.



                                                    ____________________________
                                                             Notary Public

                                                    County of __________________
                                                    State of ___________________

                                                    My Commission expires:








                                      F-2-6

<PAGE>



                                    EXHIBIT G
                                    ---------

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                                                  [Date]


Wachovia Bank, National Association
[__________]
[__________]
Attention:  SBMSVII, Series 2003-HYB1

                  Re:      Citigroup Mortgage Loan Trust, Series 2003-HYB1,
                           Mortgage Pass-Through Certificates, Class ___
                           ------------------------------------------------

Dear Sirs:

                  _______________________ (the "Transferee") intends to acquire
from _____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance of Citigroup Mortgage Loan Trust, Series 2003-HYB1, Mortgage
Pass-Through Certificates, Class [B-4] [B-5] [B-6] [R] (the "Certificates"),
issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of September 1, 2003, among Salomon Brothers Mortgage
Securities VII, Inc. as depositor (the "Depositor"), Wells Fargo Bank Minnesota,
National Association as master servicer (the"Master Servicer") and trust
administrator and Wachovia Bank, National Association 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 Servicer that:

                  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.




                                       G-1

<PAGE>



                                                    Very truly yours,

                                                    ____________________________

                                                    By:_________________________
                                                    Name:
                                                    Title:







                                       G-2

<PAGE>



                                    EXHIBIT H
                                    ---------

                                   [RESERVED]




                                       H-1

<PAGE>



                                    EXHIBIT I
                                    ---------

                                   [RESERVED]




                                       I-1

<PAGE>



                                    EXHIBIT J
                                    ---------

                                   [RESERVED]


                                      J-1-1

<PAGE>



                                    EXHIBIT K
                                    ---------

                                   [RESERVED]



                                      J-2-1

<PAGE>



                                    EXHIBIT L
                                    ---------

                                   [RESERVED]



                                      J-2-2

<PAGE>



                                    EXHIBIT M
                                    ---------

                                   [RESERVED]



                                      J-2-3

<PAGE>



                                   EXHIBIT N-1
                                   -----------

                                   [RESERVED]


                                      J-2-4

<PAGE>



                                   EXHIBIT N-2
                                   -----------

                      FORM OF MASTER SERVICER CERTIFICATION

                  Re:      Citigroup Mortgage Loan Trust, Series 2003-HYB1
                           Mortgage Pass-Through Certificates, Series 2003-HYB1

                  I, [identify the certifying individual], certify that:

                  l. I have reviewed the information required to be provided to
the Trustee by the Master Servicer pursuant to the Pooling and Servicing
Agreement (the "Servicing Information");

                  2. Based on my knowledge, the Servicing Information, taken as
a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;

                  3. Based on my knowledge, the Servicing Information required
to be provided to the Trustee by the Master Servicer has been provided as
required under the Pooling and Servicing Agreement;

                  4. I am responsible for reviewing the activities performed by
the Master Servicer under the Pooling and Servicing Agreement and based upon my
knowledge and the annual compliance review required under the Pooling and
Servicing Agreement, and except as disclosed by written notice to the Trustee or
in the annual compliance statement or certified public accountant's report
required to be delivered to the Trustee in accordance with the terms of the
Pooling and Servicing Agreement (which has been so delivered to the Trustee),
the Master Servicer has, for the period covered by the Form 10-K Annual Report,
fulfilled its obligations under the Pooling and Servicing Agreement; and

                  5. The Master Servicer has disclosed to its certified public
accountants and the Depositor all significant deficiencies relating to the
Master Servicer's compliance with the minimum servicing standards in accordance
with a review conducted in compliance with the Uniform Single Attestation
Program for Mortgage Bankers or similar procedure, as set forth in the Pooling
and Servicing Agreement.




                                      J-2-5

<PAGE>



                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated
September 1, 2003 (the "Pooling and Servicing Agreement"), among the Depositor
as depositor, Wells Fargo Bank Minnesota, National Association as master
servicer and trust administrator and Wachovia Bank, National Association as
trustee.


                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION


                                       By:____________________________
                                       Name:
                                       Title:
                                       Date:




                                      J-2-6

<PAGE>


                                   Schedule 1

                             MORTGAGE LOAN SCHEDULE

                                [FILED BY PAPER]





                                  Schedule 2-1