<PAGE>


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




                        ASSET BACKED FUNDING CORPORATION,
                                    Depositor

                        WELLS FARGO HOME MORTGAGE, INC.,
                                    Servicer

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                            Securities Administrator

                                       and

                           FIRST UNION NATIONAL BANK,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT
                            Dated as of March 1, 2002

                               ABFC 2002-WF1 Trust

          ABFC Mortgage Loan Asset-Backed Certificates, Series 2002-WF1







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

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page

<S>               <C>                                                                                         <C>
                                                     ARTICLE I

                                                    DEFINITIONS

Section 1.01      Defined Terms...................................................................................3
Section 1.02      Accounting.....................................................................................30

                                                     ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01      Conveyance of Mortgage Loans...................................................................30
Section 2.02      Acceptance by Trustee..........................................................................32
Section 2.03      Repurchase or Substitution of Mortgage Loans...................................................33
Section 2.04      Representations, Warranties and Covenants of the Securities Administrator......................35
Section 2.05      Representations, Warranties and Covenants of the Servicer......................................36
Section 2.06      Representations and Warranties of the Depositor................................................37
Section 2.07      Issuance of Certificates and the Uncertificated Regular Interests..............................38

                                                    ARTICLE III

                                   ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01      Servicer to Act as Servicer....................................................................39
Section 3.02      Collection of Mortgage Loan Payments...........................................................40
Section 3.03      Realization Upon Defaulted Mortgage Loans......................................................40
Section 3.04      Collection Account and Distribution Account....................................................41
Section 3.05      Permitted Withdrawals From the Collection Account..............................................42
Section 3.06      Establishment of Escrow Accounts; Deposits in Escrow Accounts..................................43
Section 3.07      Permitted Withdrawals From Escrow Account......................................................43
Section 3.08      Payment of Taxes, Insurance and Other Charges; Collections Thereunder..........................44
Section 3.09      Transfer of Accounts...........................................................................44
Section 3.10      Maintenance of Hazard Insurance................................................................44
Section 3.11      Maintenance of Mortgage Impairment Insurance Policy............................................45
Section 3.12      Fidelity Bond, Errors and Omissions Insurance..................................................45
Section 3.13      Title, Management and Disposition of REO Property..............................................45
Section 3.14      Due-on-Sale Clauses; Assumption and Substitution Agreements....................................47
Section 3.15      Duties of the Credit Risk Manager..............................................................47
Section 3.16      Optional Purchases of 60+ Day Delinquent Loans by Servicer.....................................48
Section 3.17      Trustee to Cooperate; Release of Files.........................................................48
Section 3.18      Servicing Compensation.........................................................................49
Section 3.19      Annual Statement as to Compliance..............................................................49
Section 3.20      Annual Independent Certified Public Accountants' Reports.......................................49
Section 3.21      Access to Certain Documentation and Information Regarding the Mortgage Loans...................50
Section 3.22      Reports Filed with Securities and Exchange Commission..........................................50
Section 3.23      Obligations of the Servicer in Respect of Compensating Interest................................50
Section 3.24      Repurchase of Foreclosure Restricted Loans.....................................................51
Section 3.25      Investment of Funds in the Collection Account and the Distribution Account.....................51
Section 3.26      Liability of Servicer; Indemnification.........................................................52
Section 3.27      Reports of Foreclosure and Abandonment of Mortgaged Properties.................................52
Section 3.28      No Personal Solicitation.......................................................................52
Section 3.29      Limitation of Liability of the Credit Risk Manager.............................................53
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>               <C>                                                                                         <C>
                                                    ARTICLE IV

                                                   FLOW OF FUNDS

Section 4.01      Interest Distributions.........................................................................53
Section 4.02      Distributions of Principal and Monthly Excess Cashflow Amounts.................................54
Section 4.03      Allocation of Losses...........................................................................56
Section 4.04      Method of Distribution.........................................................................56
Section 4.05      Distributions on Book-Entry Certificates.......................................................57
Section 4.06      Statements.....................................................................................57
Section 4.07      Remittance Reports; Advances...................................................................59
Section 4.08      [Reserved].....................................................................................60
Section 4.09      REMIC Distributions............................................................................60

                                                     ARTICLE V

                                                  THE CERTIFICATES

Section 5.01      The Certificates...............................................................................62
Section 5.02      Registration of Transfer and Exchange of Certificates..........................................62
Section 5.03      Mutilated, Destroyed, Lost or Stolen Certificates..............................................66
Section 5.04      Persons Deemed Owners..........................................................................66
Section 5.05      Appointment of Paying Agent....................................................................66

                                                     ARTICLE VI

                                           THE SERVICER AND THE DEPOSITOR

Section 6.01      Liability of the Servicer and the Depositor....................................................67
Section 6.02      Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or the Depositor.67
Section 6.03      Limitation on Liability of the Servicer and Others.............................................67
Section 6.04      Servicer Not to Resign.........................................................................67
Section 6.05      Delegation of Duties...........................................................................68

                                                    ARTICLE VII

                                                      DEFAULT

Section 7.01      Servicer Events of Termination.................................................................68
Section 7.02      Securities Administrator to Act; Appointment of Successor......................................69
Section 7.03      Waiver of Defaults.............................................................................70
Section 7.04      Notification to Certificateholders.............................................................70
Section 7.05      Survivability of Servicer Liabilities..........................................................70

                                                    ARTICLE VIII

                                    THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 8.01      Duties of Trustee and Securities Administrator.................................................71
Section 8.02      Certain Matters Affecting the Trustee and the Securities Administrator.........................72
Section 8.03      Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans.............73
Section 8.04      Trustee and Securities Administrator May Own Certificates......................................74
Section 8.05      Trustee and Securities Administrator Fees and Expenses.........................................74
Section 8.06      Eligibility Requirements for Trustee and Securities Administrator..............................74
Section 8.07      Resignation or Removal of Trustee and Securities Administrator.................................75
Section 8.08      Successor Trustee and Successor Securities Administrator.......................................75
Section 8.09      Merger or Consolidation of Trustee or Securities Administrator.................................76
Section 8.10      Appointment of Co-Trustee or Separate Trustee..................................................76
Section 8.11      Limitation of Liability........................................................................77
Section 8.12      Trustee May Enforce Claims Without Possession of Certificates..................................77
Section 8.13      Suits for Enforcement..........................................................................77
Section 8.14      Waiver of Bond Requirement.....................................................................77
Section 8.15      Waiver of Inventory, Accounting and Appraisal Requirement......................................78
Section 8.16      Appointment of Custodian.......................................................................78
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<S>               <C>                                                                                         <C>
                                                     ARTICLE IX

                                       REMIC AND GRANTOR TRUST ADMINISTRATION

Section 9.01      REMIC Administration...........................................................................78
Section 9.02      Prohibited Transactions and Activities.........................................................79
Section 9.03      Indemnification with Respect to Certain Taxes and Loss of REMIC Status.........................80
Section 9.04      REO Property...................................................................................80
Section 9.05      Grantor Trust Administration...................................................................80

                                                     ARTICLE X

                                                    TERMINATION

Section 10.01     Termination....................................................................................81
Section 10.02     Additional Termination Requirements............................................................82

                                                     ARTICLE XI

                                              MISCELLANEOUS PROVISIONS

Section 11.01     Amendment......................................................................................82
Section 11.02     Recordation of Agreement; Counterparts.........................................................83
Section 11.03     Limitation on Rights of Certificateholders.....................................................84
Section 11.04     Governing Law; Jurisdiction....................................................................84
Section 11.05     Notices........................................................................................84
Section 11.06     Severability of Provisions.....................................................................85
Section 11.07     Article and Section References.................................................................85
Section 11.08     Notice to the Rating Agencies..................................................................85
Section 11.09     Further Assurances.............................................................................86
Section 11.10     Benefits of Agreement..........................................................................86
Section 11.11     Acts of Certificateholders.....................................................................86
</TABLE>




                                     -iii-
<PAGE>


                                    EXHIBITS:


Exhibit A-1         Form of Class A Certificates
Exhibit A-2         Form of Class AIO Certificates
Exhibit B           Form of Class B Certificates
Exhibit C-1         Form of Class R Certificates
Exhibit C-2         Form of Class M-1 Certificates
Exhibit C-3         Form of Class M-2 Certificates
Exhibit C-4         Form of Class M-3 Certificates
Exhibit C-5         Form of Class CE Certificates
Exhibit C-6         Form of Class P Certificates
Exhibit D           Mortgage Loan Schedule
Exhibit E           Form of Request for Release
Exhibit F-1         Form of Trustee's Initial Certification
Exhibit F-2         Form of Trustee's Interim Certification
Exhibit F-3         Form of Trustee's Final Certification
Exhibit G           Mortgage Loan Purchase Agreement
Exhibit H           Form of Lost Note Affidavit
Exhibit I           Form of ERISA Representation
Exhibit J-1         Form of Investment Letter (Non-Rule 144A)
Exhibit J-2         Form of Investment Letter (Rule 144A)
Exhibit K           Form of Residual Certificate Transfer Affidavit
Exhibit L           Form of Transferor Certificate
Exhibit M           Depository Agreement
Exhibit N           Monthly Information Provided by Servicer
Exhibit O           Initial 60+ Day Delinquent Loans to Be Repurchased

Schedule I          Wells Fargo Prepayment Charge Matrix



                                      -iv-
<PAGE>


                  This Pooling and Servicing Agreement is dated as of March 1,
2002 (the "Agreement"), among ASSET BACKED FUNDING CORPORATION, as depositor
(the "Depositor"), WELLS FARGO HOME MORTGAGE, INC., as servicer (the
"Servicer"), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as securities
administrator (the "Securities Administrator") and FIRST UNION NATIONAL BANK, as
trustee (the "Trustee").

                              PRELIMINARY STATEMENT

                  The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple Classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund created hereunder. The Certificates will consist of nine Classes
of Certificates, designated as (i) the Class A and Class AIO Certificates, (ii)
the Class M-1, Class M-2 and Class M-3 Certificates, (iii) the Class B
Certificates, (iv) the Class CE Certificates, (v) the Class P Certificates and
(vi) the Class R Certificates.

                  As provided herein, the Trustee shall elect that the Trust
Fund, exclusive of the rights of the Class A, Class M-1, Class M-2, Class M-3
and Class B Certificates to receive payments in respect of the Net WAC Rate
Carryover Amount, be treated for federal income tax purposes as five separate
real estate mortgage investment conduits (each a "REMIC" or, in the alternative,
"REMIC 1," "REMIC 2," "REMIC 3," "REMIC 4" and "REMIC 5" respectively). The
Class T5-AFIO, Class T5-M1IO, Class T5-M2IO, Class T5-M3IO, Class T5-BIO, Class
T5-4, Class T5-11, Class T5-12 and Class T5-13 Interests (such interests, the
"REMIC 5 Components") and the Class A, Class AIO, Class M-1, Class M-2, Class
M-3 and Class B Certificates represent all of the "regular interests" in REMIC
5. The Class CE Certificates represent the REMIC 5 Components collectively. Each
of the Class R-1, Class R-2, Class R-3, Class R-4 and Class R-5 Interests
represents the sole Class of "residual interest" in REMIC 1, REMIC 2, REMIC 3,
REMIC 4 and REMIC 5, respectively, for purposes of the REMIC Provisions. There
are two Classes of uncertificated REMIC 1 Regular Interests (the Class T1-1 and
Class T1-2 Interests), seven classes of uncertificated REMIC 2 Regular Interests
(the Class T2-1, Class T2-2, Class T2-3, Class T2-4, Class T2-1AIO, Class
T2-2AIO, Class T2-3AIO), eight Classes of uncertificated REMIC 3 Regular
Interests (the Class T3-1, Class T3-2, Class T3-3, Class T3-4, Class T3-11,
Class T3-12, Class T3-13 Interests and Class T3-AIO), and ten Classes of
uncertificated REMIC 4 Regular Interests (the Class T4-AF, Class T4-AIO, Class
T4-M1, Class T4-M2, Class T4-M3, Class T4-B, Class T4-4, Class T4-11, Class
T4-12 and Class T4-13 Interests). Each Class of REMIC 1 Regular Interests, REMIC
2 Regular Interests, REMIC 3 Regular Interests, REMIC 4 Regular Interests and
REMIC 5 Regular Interests is a "REMIC Regular Interest." The REMIC 1 Regular
Interests will be held as assets of REMIC 2, the REMIC 2 Regular Interests will
be held as assets of REMIC 3, the REMIC 3 Regular Interests will be held as
assets of REMIC 4 and the REMIC 4 Regular Interests will be held as assets of
REMIC 5. The Class P Certificates represent an interest in a grantor trust
created hereunder and are entitled to receive any Prepayment Premiums with
respect to the Mortgage Loans. In addition, any Net WAC Rate Carryover Amounts
that are paid with respect to the Class A, Class M or Class B Certificates will
be treated as first having been distributed with respect to the Class CE
Certificates and then having been paid outside of the REMICs to the Class A,
Class M or Class B Certificateholders. The "latest possible maturity date" for
federal income tax purposes of all interests created hereby will be the
Distribution Date occurring in April, 2033.


<PAGE>


                  The following table sets forth (or describes) the Class
designation, Pass-Through Rate and approximate Original Class Certificate
Principal Balance for each Class of Certificates comprising the interests in the
Trust Fund created hereunder:

<TABLE>
<CAPTION>
============================  ============================  ============================  ============================
                                     Original Class
                                Certificate Principal or
                                        Notional                    Pass-Through                 Assumed Final
          Class                          Amount                         Rate                    Maturity Dates
----------------------------  ----------------------------  ----------------------------  ----------------------------
<S>                           <C>                           <C>                           <C>
A                                  $     283,830,000                    (1)
----------------------------  ----------------------------  ----------------------------  ----------------------------
AIO                                      (2)                            %(3)
----------------------------  ----------------------------  ----------------------------  ----------------------------
M-1                                $      20,518,000                    (4)
----------------------------  ----------------------------  ----------------------------  ----------------------------
M-2                                $      17,953,000                    (5)
----------------------------  ----------------------------  ----------------------------  ----------------------------
M-3                                $      14,533,000                    (6)
----------------------------  ----------------------------  ----------------------------  ----------------------------
B                                  $       3,420,000                    (7)
----------------------------  ----------------------------  ----------------------------  ----------------------------
P                                        N/A                            N/A                           N/A
----------------------------  ----------------------------  ----------------------------  ----------------------------
CE                                       (8)                            N/A
----------------------------  ----------------------------  ----------------------------  ----------------------------
R                                        N/A                            N/A                           N/A
----------------------------  ----------------------------  ----------------------------  ----------------------------
Total                              $
============================  ============================  ============================  ============================
</TABLE>

(1)   For the first Interest Accrual Period, 2.19875% per annum. For any
      subsequent Interest Accrual Period, a per annum rate equal to the lesser
      of: (i) the lesser of (a) LIBOR plus 0.29% per annum (or LIBOR plus 0.58%
      per annum, after the Optional Termination Date) and (b) the Maximum Cap
      Rate for the related Distribution Date, and (ii) the Net Adjusted WAC Rate
      for the related Distribution Date.

(2)   The Class AIO Certificates will receive distributions of interest only,
      based on a Notional Amount. The Notional Amount for any Distribution Date
      through September 2004 will equal the lesser of (i) $34,196,000 and (ii)
      the Pool Balance of the beginning of the related Due Period, and will
      equal $0.00 for Distribution Dates in October 2004 and thereafter.

(3)   (A) For the Distribution Dates in April 2002 through January 2003, 4.50%
      per annum, (B) for the Distribution Dates in February 2003 through
      November 2003, 3.50% per annum, (C) for the Distribution Dates in December
      2003 through September 2004, 2.50% per annum, and (D) for the Distribution
      Date in October 2004 and thereafter, 0.00% per annum.

(4)   For the first Interest Accrual Period, 2.65875% per annum. For any
      subsequent Interest Accrual Period, a per annum rate equal to the lesser
      of: (i) the lesser of (a) LIBOR plus 0.75% per annum (or LIBOR plus 1.125%
      per annum, after the Optional Termination Date) and (b) the Maximum Cap
      Rate for the related Distribution Date, and (ii) the Net Adjusted WAC Rate
      for the related Distribution Date.

(5)   For the first Interest Accrual Period, 3.20875% per annum. For any
      subsequent Interest Accrual Period, a per annum rate equal to the lesser
      of: (i) the lesser of (a) LIBOR plus 1.30% per annum (or LIBOR plus 1.95%
      per annum, after the Optional Termination Date) and (b) the Maximum Cap
      Rate for the related Distribution Date, and (ii) the Net Adjusted WAC Rate
      for the related Distribution Date.

(6)   For the first Interest Accrual Period, 3.80875% per annum. For any
      subsequent Interest Accrual Period, a per annum rate equal to the lesser
      of: (i) the lesser of (a) LIBOR plus 1.90% per annum (or LIBOR plus 2.85%
      per annum, after the Optional Termination Date) and (b) the Maximum Cap
      Rate for the related Distribution Date, and (ii) the Net Adjusted WAC Rate
      for the related Distribution Date.

(7)   For the first Interest Accrual Period, 6.65875% per annum. For any
      subsequent Interest Accrual Period, a per annum rate equal to the lesser
      of: (i) the lesser of (a) LIBOR plus 4.75% per annum and (b) the Maximum
      Cap Rate for the related Distribution Date, and (ii) the Net Adjusted WAC
      Rate for the related Distribution Date.

(8)   The Class CE Certificates, collectively, represent the beneficial
      ownership of the Class CE Interest, which represents the Class T5-AFIO,
      Class T5-M1IO, Class T5-M2IO, Class T5-M3IO, Class T5-BIO, Class T5-4,
      Class T5-11, Class T5-12, and Class T5 Interests.


                                      -2-
<PAGE>

                                   ARTICLE I

                                   DEFINITIONS

                  Section 1.01      Defined Terms.

                  Whenever used in this Agreement or in the Preliminary
Statement, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise
specified, interest on the Class A, Class M-1, Class M-2, Class M-3 and Class B
Certificates and on the REMIC 5 Components for any Distribution Date will be
calculated on the basis of the actual number of days in the related Interest
Accrual Period over a 360-day year, and interest on the Class AIO Certificates
will be calculated on the basis of a 360-day year consisting of twelve 30-day
months.

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

                  "60+ Day Delinquent Loan": Each Mortgage Loan with respect to
which any portion of a Monthly Payment is, as of the last day of the prior Due
Period, two months or more past due (without giving effect to any grace period),
each Mortgage Loan in foreclosure, all REO Property and each Mortgage Loan for
which the Mortgagor has filed for bankruptcy after the Closing Date.

                  "Account": Any of the Collection Account, and Distribution
Account.

                  "Accrued Certificate Interest": With respect to each
Distribution Date and Class of Certificates (other than the Class P, Class CE
and Class R Certificates), an amount equal to the interest accrued at the
applicable rate set forth or described opposite such Class in the table in the
Preliminary Statement during the related Interest Accrual Period on the
Certificate Principal Balance of such Class of Certificates (or Notional Amount,
in the case of the Class AIO Certificates), reduced by such Class's Interest
Percentage of Relief Act Interest Shortfalls for such Distribution Date. The
Class P, Class CE and Class R Certificates will not be entitled to distributions
in respect of interest.

                  "Adjustable Rate Mortgage Loan": A Mortgage Loan the documents
for which provide for the adjustment of the Mortgage Interest Rate payable in
respect thereof at any period during the life of such loan.

                  "Adjusted Net Maximum Mortgage Rate": With respect to any
Mortgage Loan for any Distribution Date, a per annum rate equal to the
applicable Maximum Mortgage Interest Rate for such Mortgage Loan (if it is an
Adjustable Rate Mortgage Loan) or the fixed Mortgage Interest Rate for such
Mortgage Loan, if it is a fixed-rate Mortgage Loan, as of the beginning of the
related Due Period, minus the sum of (i) the Servicing Fee Rate, (ii) the
Securities Administration Fee Rate, and (iii) the Credit Risk Manager Fee Rate.

                  "Adjustment Date": With respect to each Adjustable Rate
Mortgage Loan, each adjustment date on which the Mortgage Interest Rate of such
Adjustable Rate Mortgage Loan changes pursuant to the related Mortgage Note. The
first Adjustment Date following the Cut-off Date as to each Adjustable Rate
Mortgage Loan is set forth in the Mortgage Loan Schedule.

                  "Advance": As to any Mortgage Loan, any advance made by the
Servicer in respect of any Distribution Date pursuant to Section 4.07.

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

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



                                      -3-
<PAGE>

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

                  "Applicable Regulations": As to any Mortgage Loan, all
federal, state and local laws, statutes, rules and regulations applicable
thereto.

                  "Applied Realized Loss Amount": With respect to each
Distribution Date, the excess, if any, of (a) the aggregate of the Certificate
Principal Balances of the Certificates (after giving effect to all distributions
on such Distribution Date) over (b) the Pool Balance as of the end of the
related Due Period.

                  "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom the name of the
assignee and mortgage recordation information which has not yet been returned by
the applicable recorder's office), reflecting the sale of the Mortgage.

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

                  "Available Funds": As to any Distribution Date, an amount
equal to the excess of (i) the sum of (a) the aggregate of the Monthly Payments
due during the related Due Period and remitted by the Servicer to the Trustee
one Business Day prior to the related Distribution Date, (b) Liquidation
Proceeds, Insurance Proceeds, Principal Prepayments, Substitution Adjustment
Amounts, the Purchase Price for any repurchased Mortgage Loan, the Termination
Price with respect to the termination of the Trust pursuant to Section 10.01
hereof and other unscheduled recoveries of principal and interest (excluding
Prepayment Charges and Servicer Prepayment Charge Amounts) in respect of the
Mortgage Loans during the related Prepayment Period, (c) the aggregate of any
amounts received in respect of an REO Property deposited in the Collection
Account for such Distribution Date, (d) any Compensating Interest for such
Distribution Date, and (e) the aggregate of any Advances made by the Servicer
for such Distribution Date over (ii) the sum of (a) amounts reimbursable or
payable to the Servicer pursuant to Section 3.05, (b) Stayed Funds, (c) the
Servicing Fee, (d) the Securities Administration Fee, (e) the Credit Risk
Manager Fee, and (f) amounts deposited in the Collection Account or the
Distribution Account, as the case may be, in error.

                  "Bankruptcy Code": Title 11 of the United States Code, as
amended.

                  "Book-Entry Certificates": Any of the Certificates that shall
be registered in the name of the Depository or its nominee, the ownership of
which is reflected on the books of the Depository or on the books of a Person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 5.02 hereof). On the Closing
Date, the Class A-1, Class AIO, Class M-1, Class M-2, Class M-3 and Class B
Certificates shall be Book-Entry Certificates.

                  "Business Day": Any day other than a Saturday, a Sunday or a
day on which banking institutions in the city in which the Corporate Trust
Office of the Trustee is located or in the jurisdiction in which the Securities
Administrator is located (initially the State of Maryland and the State of
Minnesota) are authorized or obligated by law or executive order to be closed.

                  "Certificate": Any Regular Certificate or Class R Certificate.

                  "Certificate Custodian": Initially, First Union National Bank;
thereafter any other Certificate Custodian acceptable to the Depository and
selected by the Trustee.

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

                  "Certificate Principal Balance": With respect to any Class of
Certificates (other than the Class AIO, Class P, Class CE and Class R
Certificates) and any Distribution Date, will be equal to the Original Class
Certificate Principal Balance reduced by the sum of (i) all amounts actually
distributed in respect of principal of such Class on all prior Distribution
Dates and (ii) Applied Realized Loss Amounts allocated thereto. The Class AIO,
Class P, Class CE and Class R Certificates do not have a Certificate Principal
Balance.



                                      -4-
<PAGE>

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

                  "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a
Disqualified Organization or non-U.S. Person shall not be a Holder of a Class R
Certificate for any purpose hereof.

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

                  "Class A Certificate": Any one of the Certificates
substantially in the form annexed hereto as Exhibit A-1, executed by the Trustee
on behalf of the Trust and authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and therein.

                  "Class A Certificateholders": Collectively, the Holders of the
Class A Certificates.

                  "Class A Pass-Through Rate": For the first Interest Accrual
Period, 2.19875% per annum. For any subsequent Interest Accrual Period, the
lesser of (i) (a) on or prior to the Optional Termination Date, the lesser of
(1) LIBOR plus 0.29% per annum and (2) the Maximum Cap Rate, and (b) following
the Optional Termination Date, the lesser of (1) LIBOR plus 0.58% per annum and
(2) the Maximum Cap Rate, and (ii) the Net Adjusted WAC Rate for the related
Distribution Date.

                  "Class A Principal Distribution Amount": As of any
Distribution Date on or after the Stepdown Date and as long as a Trigger Event
is not in effect, the excess of (x) the Certificate Principal Balance of the
Class A Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 66.00% and (ii) the Pool Balance as of the last
day of the related Due Period and (B) the Pool Balance as of the last day of the
related Due Period minus the product of (i) 0.50% and (ii) the Pool Balance on
the Cut-off Date.

                  "Class AIO Certificate": Any one of the Certificates
substantially in the form annexed hereto as Exhibit A-2, executed by the Trustee
on behalf of the Trust and authenticated and delivered by the Trustee,
representing the right to distributions as set forth herein and therein.

                  "Class AIO Certificateholders": Collectively, the Holders of
the Class AIO Certificates.

                  "Class AIO Pass-Through Rate": (A) For the Distribution Dates
in April 2002 through January 2003, 4.50% per annum, (B) for the Distribution
Dates in February 2003 through November 2003, 3.50% per annum, (C) for the
Distribution Dates in December 2003 through September 2004, 2.50% per annum, and
(D) for any Distribution Date in October 2004 and thereafter, 0.00% per annum.

                  "Class B Certificate": Any one of the Certificates with a "B"
designated on the face thereof substantially in the form annexed hereto as
Exhibit B, executed by the Trustee on behalf of the Trust and authenticated and
delivered by the Trustee, representing the right to distributions as set forth
herein and therein.

                  "Class B Certificateholder": Any Holder of a Class B
Certificate.

                  "Class B Pass-Through Rate": For the first Interest Accrual
Period, 6.65875% per annum. For any subsequent Interest Accrual Period, the
lesser of (i) the lesser of (1) LIBOR plus 4.75% per annum and (2) the Maximum
Cap Rate and (ii) the Net Adjusted WAC Rate for the related Distribution Date.



                                      -5-
<PAGE>

                  "Class B Principal Distribution Amount": As of any
Distribution Date on or after the Stepdown Date and as long as a Trigger Event
is not in effect, the excess of (x) the sum of (i) the Certificate Principal
Balance of the Class A Certificates (after taking into account the payment of
the Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the payment of
the Class M-3 Principal Distribution Amount on such Distribution Date) and (v)
the Certificate Principal Balance of the Class B Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i) 99.00%
and (ii) the Pool Balance as of the last day of the related Due Period and (B)
the Pool Balance as of the last day of the related Due Period minus the product
of 0.50% and the Pool Balance on the Cut-off Date.

                  "Class CE Certificates": Any one of the Class CE Certificates
as designated on the face thereof substantially in the form annexed hereto as
Exhibit C-5, executed by the Trustee on behalf of the Trust and authenticated
and delivered by the Trustee, representing the right to distributions as set
forth herein and therein, representing the REMIC 5 Components in the aggregate,
and which is entitled to all distributions in respect of the REMIC 5 Components.

                  "Class CE Distributable Amount": With respect to any
Distribution Date, the aggregate cumulative amount distributable with respect to
the REMIC 5 Components less the sum of (i) amounts previously distributed
pursuant to Section 4.02(b)(xv) and (ii) Net WAC Rate Carryforward Amounts
distributed on the current or prior Distribution Dates to other classes of
Certificates.

                  "Class M Certificate": Any one of the Certificates with an "M"
designated on the face thereof substantially in the form annexed hereto as
Exhibit C-2, C-3 or C-4 executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein and therein.

                  "Class M Certificateholder": Any Holder of a Class M-1, Class
M-2 or Class M-3 Certificate.

                  "Class M-1 Pass-Through Rate": For the first Interest Accrual
Period, 2.65875% per annum. For any subsequent Interest Accrual Period, the
lesser of (i) (a) on or prior to the Optional Termination Date, the lesser of
(1) LIBOR plus 0.75% per annum and (2) the Maximum Cap Rate, and (b) following
the Optional Termination Date, the lesser of (1) LIBOR plus 1.125% per annum and
(2) the Maximum Cap Rate, and (ii) the Net Adjusted WAC Rate for the related
Distribution Date.

                  "Class M-1 Principal Distribution Amount": As of any
Distribution Date on or after the Stepdown Date and as long as a Trigger Event
is not in effect, the excess of (x) the sum of (i) the Certificate Principal
Balance of the Class A Certificates (after taking into account the payment of
the Class A Principal Distribution Amount on such Distribution Date) and (ii)
the Certificate Principal Balance of the Class M-1 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
78.00% and (ii) the Pool Balance as of the last day of the related Due Period
and (B) the Pool Balance as of the last day of the related Due Period minus the
product of 0.50% and the Pool Balance on the Cut-off Date.

                  "Class M-2 Pass-Through Rate": For the first Interest Accrual
Period, 3.20875% per annum. For any subsequent Interest Accrual Period, the
lesser of (i) (a) on or prior to the Optional Termination Date, the lesser of
(1) LIBOR plus 1.30% per annum and (2) the Maximum Cap Rate, and (b) following
the Optional Termination Date, the lesser of (1) LIBOR plus 1.95% per annum and
(2) the Maximum Cap Rate, and (ii) the Net Adjusted WAC Rate for the related
Distribution Date.

                  "Class M-2 Principal Distribution Amount": As of any
Distribution Date on or after the Stepdown Date and as long as a Trigger Event
is not in effect, the excess of (x) the sum of (i) the Certificate Principal
Balance of the Class A Certificates (after taking into account the payment of
the Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 88.50% and (ii) the Pool Balance as of the last day of
the related Due Period and (B) the Pool Balance as of the last day of the
related Due Period minus the product of 0.50% and the Pool Balance on the
Cut-off Date.



                                      -6-
<PAGE>

                  "Class M-3 Pass-Through Rate": For the first Interest Accrual
Period, 3.80875% per annum. For any subsequent Interest Accrual Period, the
lesser of (i) (a) on or prior to the Optional Termination Date, the lesser of
(1) LIBOR plus 1.90% per annum and (2) the Maximum Cap Rate, and (b) following
the Optional Termination Date, the lesser of (1) LIBOR plus 2.85% per annum and
(2) the Maximum Cap Rate, and (ii) the Net Adjusted WAC Rate for the related
Distribution Date.

                  "Class M-3 Principal Distribution Amount": As of any
Distribution Date on or after the Stepdown Date and as long as a Trigger Event
is not in effect, the excess of (x) the sum of (i) the Certificate Principal
Balance of the Class A Certificates (after taking into account the payment of
the Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), and (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 97.00% and (ii)
the Pool Balance as of the last day of the related Due Period and (B) the Pool
Balance as of the last day of the related Due Period minus the product of (i)
0.50% and (ii) the Pool Balance on the Cut-off Date.

                  "Class P Certificate": Any one of the Certificates with a "P"
designated on the face thereof substantially in the form annexed hereto as
Exhibit C-6, executed by the Trustee on behalf of the Trust and authenticated
and delivered by the Trustee, representing the right to distributions as set
forth herein and therein.

                  "Class R Certificate": The Class R Certificate executed by the
Trustee on behalf of the Trust, and authenticated and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit C-1 and evidencing the
ownership of the Residual Interest. The Class R Certificate represents the
ownership of the Class R-1 Interest, Class R-2 Interest, Class R-3 Interest,
Class R-4 Interest and the Class R-5 Interest.

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

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

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

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

                  "Class R-5 Interest": The uncertificated residual interest in
REMIC 5.

                  "Class T1-1 Interest": A regular interest in REMIC 1 that is
held as an asset of REMIC 2 and has a principal balance equal to the Class T1-1
Principal Balance and bears interest at the Net WAC Rate.

                  "Class T1-1 Principal Amount": The lesser of (i) $34,196,000
and (ii) the Pool Balance.

                  "Class T1-2 Interest": A regular interest in REMIC 1 that is
held as an asset of REMIC 2 and has a principal balance equal to the Class T1-2
Principal Balance and bears interest at the Net WAC Rate.

                  "Class T1-2 Principal Balance": The excess, if any, of the (a)
the Pool Balance over (b) $34,196,000.

                  "Class T2-1 Interest": A regular interest in REMIC 2 that is
held as an asset of REMIC 3 and has a principal balance equal to the Class T2-1
Principal Amount and bears interest at the Net Adjusted WAC Rate.



                                      -7-
<PAGE>

                  "Class T2-1 Principal Amount": As of any Distribution Date,
after the application of principal payments and Applied Realized Loss Amounts,
an amount equal to 98% of the excess of (a) the Pool Balance over (b) the
Remaining Initial Overcollateralization Amount.

                  "Class T2-2 Interest": A regular interest in REMIC 2 that is
held as an asset of REMIC 3 and has a principal balance equal to the Class T2-2
Principal Amount and bears interest at the Net Adjusted WAC Rate.

                  "Class T2-2 Principal Amount": As of any Distribution Date,
after the application of principal payments and Applied Realized Loss Amounts,
an amount equal to 1% of the excess of (a) the excess of (i) the Pool Balance
over (ii) the Remaining Initial Overcollateralization Amount over (b) the
Subsequent Overcollateralization Amount.

                  "Class T2-3 Interest": A regular interest in REMIC 2 that is
held as an asset of REMIC 3 and has a principal balance equal to the Class T2-3
Principal Amount and bears interest at the Net Adjusted WAC Rate.

                  "Class T2-3 Principal Amount": As of any Distribution Date,
after the application of principal payments and Applied Realized Loss Amounts,
an amount equal to 1% of the sum of (a) the excess of (i) the Pool Balance over
(ii) the Remaining Initial Overcollateralization Amount and (b) the Subsequent
Overcollateralization Amount.

                  "Class T2-4 Interest": A regular interest in REMIC 2 that is
held as an asset of REMIC 3 and has a principal balance equal to the Class T2-4
Principal Amount and bears interest at the Net Adjusted WAC Rate.

                  "Class T2-4 Principal Amount": As of any Distribution Date, an
amount equal to (a) the Initial Overcollateralization Amount minus (b) any
principal payments and Realized Losses and accreted interest allocated to the
Class T2-4 Interest as set forth in Section 4.09(d).

                  "Class T2-1AIO Interest": A regular interest in REMIC 2 that
is held as an asset of REMIC 3 and has a notional balance equal to the Class
T1-1 Principal Amount and bears interest at 2.5% for the Distribution Dates in
April 2002 through September 2004 and any Distribution Date thereafter 0.00%.

                  "Class T2-2AIO Interest": A regular interest in REMIC 2 that
is held as an asset of REMIC 3 and has a notional balance equal to the Class
T1-1 Principal Amount and bears interest at 1.00% for the Distribution Dates in
February 2003 through November 2003 and any Distribution Date thereafter 0.00%.

                  "Class T2-3AIO Interest": A regular interest in REMIC 2 that
is held as an asset of REMIC 3 and has a notional balance equal to the Class
T1-1 Principal Amount and bears interest at 1.00% for the Distribution Dates in
April 2002 through January 2003 and any Distribution Date thereafter 0.00%.

                  "Class T3-1 Interest": A regular interest in REMIC 3 that is
held as an asset of REMIC 4 and has a principal balance equal to the Class T2-1
Principal Amount and bears interest at the REMIC 3 Pass-Through Rate.

                  "Class T3-2 Interest": A regular interest in REMIC 3 that is
held as an asset of REMIC 4 and has a principal balance equal to the Class T2-2
Principal Amount and bears interest at the REMIC 3 Pass-Through Rate.

                  "Class T3-3 Interest": A regular interest in REMIC 3 that is
held as an asset of REMIC 4 and has a principal balance equal to the Class T2-3
Principal Amount and bears interest at the REMIC 3 Pass-Through Rate.

                  "Class T3-4 Interest": A regular interest in REMIC 3 that is
held as an asset of REMIC 4 and has a principal balance equal to the Class T2-4
Principal Amount and bears interest at the Net Adjusted WAC Rate.

                  "Class T3-11 Interest": A regular interest in REMIC 3 that is
held as an asset of REMIC 4 and has a notional balance equal to the Class T2-1
Principal Amount and bears interest at (a) the Net Adjusted WAC Rate minus (b)
the REMIC 3 Pass-Through Rate.



                                      -8-
<PAGE>

                  "Class T3-12 Interest": A regular interest in REMIC 3 that is
held as an asset of REMIC 4 and has a notional balance equal to the Class T2-2
Principal Amount and bears interest at (a) the Net Adjusted WAC Rate minus (b)
the REMIC 3 Pass-Through Rate.

                  "Class T3-13 Interest": A regular interest in REMIC 3 that is
held as an asset of REMIC 4 and has a notional balance equal to the Class T2-3
Principal Amount and bears interest at (a) the Net Adjusted WAC Rate minus (b)
the REMIC 3 Pass-Through Rate.

                  "Class T3-AIO Interest": A regular interest in REMIC 3 that is
held as an asset of REMIC 4 and has a notional balance equal to the Class T1-1
Principal Amount and is entitled to all interest distributions, if any, in
respect of the Class T2-1AIO Interest, the Class T2-2AIO Interest and the Class
T2-3AIO Interest.

                  "Class T4-AF Interest": A regular interest in REMIC 4 that is
held as an asset of REMIC 5 and has a principal balance equal to the Certificate
Principal Balance of the Class A Certificates and bears interest at the Net
Adjusted WAC Rate.

                  "Class T4-B Interest": A regular interest in REMIC 4 that is
held as an asset of REMIC 5 and has a principal balance equal to the Certificate
Principal Balance of the Class B Certificates and bears interest at the Net
Adjusted WAC Rate.

                  "Class T4-M1 Interest": A regular interest in REMIC 4 that is
held as an asset of REMIC 5 and has a principal balance equal to the Certificate
Principal Balance of the Class M-1 Certificates and bears interest at the Net
Adjusted WAC Rate.

                  "Class T4-M2 Interest": A regular interest in REMIC 4 that is
held as an asset of REMIC 5 and has a principal balance equal to the Certificate
Principal Balance of the Class M-2 Certificates and bears interest at the Net
Adjusted WAC Rate.

                  "Class T4-M3 Interest": A regular interest in REMIC 4 that is
held as an asset of REMIC 5 and has a principal balance equal to the Certificate
Principal Balance of the Class M-3 Certificates and bears interest at the Net
Adjusted WAC Rate.

                  "Class T4-4 Interest": A regular interest in REMIC 4 that is
held as an asset of REMIC 5 and has a principal balance equal to the Class T2-4
Principal Amount and bears interest at the Net Adjusted WAC Rate.

                  "Class T4-11 Interest": A regular interest in REMIC 4 that is
held as an asset of REMIC 5 and has a notional balance equal to the Class T2-1
Principal Amount and is entitled to all interest distributions on the Class
T3-11 Interest.

                  "Class T4-12 Interest": A regular interest in REMIC 4 that is
held as an asset of REMIC 5 and has a notional balance equal to the Class T2-2
Principal Amount and is entitled to all interest distributions on the Class
T3-12 Interest.

                  "Class T4-13 Interest": A regular interest in REMIC 4 that is
held as an asset of REMIC 5 and has a notional balance equal to the Class T2-3
Principal Amount and is entitled to all interest distributions on the Class
T3-13 Interest.

                  "Class T4-AIO Interest": A regular interest in REMIC 4 that is
held as an asset of REMIC 5 and has a notional balance equal to the Class T1-1
Principal Amount and is entitled to all interest distributions in respect of the
Class T3-AIO Interest.

                  "Class T5-AFIO Interest": A regular interest in REMIC 5,
beneficial ownership of which is represented by the Class CE Certificates, that
has a notional balance equal to the Certificate Principal Balance of the Class A
Certificates and bears interest at a rate equal to the excess, if any, of (i)
the Net Adjusted WAC Rate over (ii) the Class A Pass-Through Rate.



                                      -9-
<PAGE>

                  "Class T5-M1IO Interest": A regular interest in REMIC 4,
beneficial ownership of which is represented by the Class CE Certificates, that
has a notional balance equal to the Certificate Principal Balance of the Class
M-1 Certificates and bears interest at a rate equal to the excess, if any, of
(i) the Net Adjusted WAC Rate over (ii) the Class M-1 Pass-Through Rate.

                  "Class T5-M2IO Interest": A regular interest in REMIC 4,
beneficial ownership of which is represented by the Class CE Certificates, that
has a notional balance equal to the Certificate Principal Balance of the Class
M-2 Certificates and bears interest at a rate equal to the excess, if any, of
(i) the Net Adjusted WAC Rate over (ii) the Class M-2 Pass-Through Rate.

                  "Class T5-M3IO Interest": A regular interest in REMIC 4,
beneficial ownership of which is represented by the Class CE Certificates, that
has a notional balance equal to the Certificate Principal Balance of the Class
M-3 Certificates and bears interest at a rate equal to the excess, if any, of
(i) the Net Adjusted WAC Rate over (ii) the Class M-3 Pass-Through Rate.

                  "Class T5-BIO Interest": A regular interest in REMIC 5,
beneficial ownership of which is represented by the Class CE Certificates, that
has a notional balance equal to the Certificate Principal Balance of the Class B
Certificates and bears interest at a rate equal to the excess, if any, of (i)
the Net Adjusted WAC Rate over (ii) the Class B Pass-Through Rate.

                  "Class T5-4 Interest": A regular interest in REMIC 5,
beneficial ownership of which is represented by the Class CE Certificates, that
has a principal balance equal to the Class T2-4 Principal Amount and bears
interest at the Net Adjusted WAC Rate.

                  "Class T5-11 Interest": A regular interest in REMIC 5,
beneficial ownership of which is represented by the Class CE Certificates, that
has a notional balance equal to the Class T2-1 Principal Amount and is entitled
to all interest distributions on the Class T4-11 Interest.

                  "Class T5-12 Interest": A regular interest in REMIC 5,
beneficial ownership of which is represented by the Class CE Certificates, that
has a notional balance equal to the Class T2-2 Principal Amount and is entitled
to all interest distributions on the Class T4-12 Interest.

                  "Class T5-13 Interest": A regular interest in REMIC 5, which
is represented by the Class CE Certificates, that has a notional balance equal
to the Class T2-3 Principal Amount and is entitled to all interest distributions
on the Class T4-13 Interest.

                  "Class T5 P&I Certificate": Any of the Class A, Class M-1,
Class M-2, Class M-3 and Class B Certificates.

                  "Closing Date": March 28, 2002.

                  "Code": The Internal Revenue Code of 1986, as it may be
amended from time to time.

                  "Collection Account": The account or accounts created and
maintained by the Servicer pursuant to Section 3.04, which shall be entitled
"Wells Fargo Home Mortgage, Inc., as Servicer for First Union National Bank, as
Trustee, in trust for registered Holders of 2002-WF1 Trust, ABFC Mortgage Loan
Asset-Backed Certificates, Series 2002-WF1", and which must be an Eligible
Account.

                  "Collection Period": With respect to any Distribution Date,
the period from the first day of the calendar month preceding the month in which
such Distribution Date occurs through the last day of the calendar month
preceding the month in which such Distribution Date occurs.

                  "Compensating Interest": As defined in Section 3.23 hereof.



                                      -10-
<PAGE>

                  "Condemnation Proceeds": All awards or settlements in respect
of a taking of a Mortgaged Property by exercise of the power of eminent domain
or condemnation.

                  "Corporate Trust Office": The principal corporate trust office
of the Trustee at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office at the date
of the execution of this instrument is located at 401 South Tryon Street, 12th
Floor, NC 1179, Charlotte, North Carolina 28288-1179, Attention: Structured
Finance Trust Services - ABFC 2002-WF1, or at such other address as the Trustee
may designate from time to time by notice to the Certificateholders, the
Depositor, the Securities Administrator and the Servicer.

                  "Corresponding Classes": With respect to REMIC 4 and REMIC 5,
the following Classes shall be Corresponding Classes:

<TABLE>
<CAPTION>
--------------------------------------------- ------------------------------------------------------------------------
        Corresponding REMIC 4 Class                       Corresponding REMIC 5 Classes
--------------------------------------------- ------------------------------------------------------------------------
<S>                                           <C>
                    T4-A                       Class A Certificates
--------------------------------------------- ------------------------------------------------------------------------
                  T4-AIO                       Class AIO Certificates
--------------------------------------------- ------------------------------------------------------------------------
                   T4-M1                       Class M-1 Certificates
--------------------------------------------- ------------------------------------------------------------------------
                   T4-M2                       Class M-2 Certificates
--------------------------------------------- ------------------------------------------------------------------------
                   T4-M3                       Class M-3 Certificates
--------------------------------------------- ------------------------------------------------------------------------
                    T4-B                       Class B Certificates
--------------------------------------------- ------------------------------------------------------------------------
</TABLE>

                  "Credit Risk Manager": The Murrayhill Company, a Colorado
corporation, and any successor.

                  "Credit Risk Manager Fee": The fee payable to the Credit Risk
Manager on each Distribution Date for its services as Credit Risk Manager, in an
amount equal to the product of (i) one-twelfth of the Credit Risk Manager Fee
Rate and (ii) the Pool Balance as of the opening of business on the first day of
the related Due Period.

                  "Credit Risk Manager Fee Rate": 0.02% per annum.

                  "Credit Risk Management Agreement": The Credit Risk Management
Agreement between the Servicer and the Credit Risk Manager dated as of March 1,
2002.

                  "Custodian": Initially, the Trustee, and thereafter the
Custodian, if any, hereafter appointed by the Trustee pursuant to Section 8.17.
The Custodian may (but need not) be the Trustee or any Person directly or
indirectly controlling or controlled by or under common control of either of
them. Neither the Servicer nor the Depositor, nor any Person directly or
indirectly controlling or controlled by or under common control with any such
Person may be appointed Custodian.

                  "Cut-off Date": March 1, 2002.

                  "Cut-off Date Aggregate Principal Balance": The aggregate of
the Cut-off Date Principal Balances of the Mortgage Loans.

                  "Cut-off Date Principal Balance": With respect to any Mortgage
Loan, the unpaid principal balance thereof as of the Cut-off Date after
application of funds received or advanced on or before such date (or as of the
applicable date of substitution with respect to an Eligible Substitute Mortgage
Loan).

                  "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.



                                      -11-
<PAGE>

                  "Defective Mortgage Loan": A Mortgage Loan replaced or to be
replaced by one or more Eligible Substitute Mortgage Loans.

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

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

                  "Delinquent": A Monthly Payment due on a Due Date on a
Mortgage Loan is "Delinquent" if it is not paid by the close of business on the
next scheduled Due Date for such Mortgage Loan. The Monthly Payment will be 60
days "Delinquent" if it is not paid by the close of business on the second Due
Date following the Due Date on which such Monthly Payment was due.

                  "Depositor": Asset Backed Funding Corporation, a Delaware
corporation, or any successor in interest.

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

                  "Depository Agreement": With respect to any Book-Entry
Certificates, the agreement among the Depositor, the Trustee and the initial
Depository, to be dated on or about the Closing Date.

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

                  "Determination Date": With respect to any Distribution Date,
the 18th day of the calendar month in which such Distribution Date occurs or, if
such 18th day is not a Business Day, the Business Day immediately preceding such
18th day.

                  "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 the Trust other than
through an Independent Contractor; provided, however, that the Trustee (or the
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO Property solely because the Trustee (or the Servicer on behalf of the
Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs or
capital expenditures with respect to such REO Property.

                  "Disqualified Organization": A "disqualified organization"
under Section 860E of the Code, which as of the Closing Date is any of: (i) the
United States, any state or political subdivision thereof, any possession of the
United States, any foreign government, any international organization, or any
agency or instrumentality of any of the foregoing, (ii) any organization (other
than a cooperative described in Section 521 of the Code) which is exempt from
the tax imposed by Chapter 1 of the Code unless such organization is subject to
the tax imposed by Section 511 of the Code, (iii) any organization described in
Section 1381(a)(2)(C) of the Code, or (iv) any other Person so designated by the
Trustee based upon an Opinion of Counsel provided by nationally recognized
counsel to the Trustee that the holding of an ownership interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person having an
ownership interest in any Class of Certificates (other than such Person) to
incur liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the transfer of an ownership interest in the Class
R Certificate to such Person. A corporation will not be treated as an
instrumentality of the United States or of any state or political subdivision
thereof if all of its activities are subject to tax and a majority of its board
of directors is not selected by a governmental unit. The term "United States,"
"state" and "international organization" shall have the meanings set forth in
Section 7701 of the Code.



                                      -12-
<PAGE>

                  "Distribution Account": The trust account or accounts created
and maintained by the Trustee pursuant to Section 3.04(b) which shall be
entitled "Distribution Account, First Union National Bank, as Trustee, in trust
for the registered Holders of 2002-WF1 Trust, ABFC Mortgage Loan Asset-Backed
Certificates, Series 2002-WF1" and which must be an Eligible Account.

                  "Distribution Date": The 25th day of any calendar month, or if
such 25th day is not a Business Day, the Business Day immediately following such
25th day, commencing in April 2002.

                  "Due Date": With respect to each Mortgage Loan and any
Distribution Date, the day of the calendar month in the related Due Period on
which the Monthly Payment for such Mortgage Loan was due, exclusive of any grace
period.

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

                  "Eligible Account": Any of (i) an account or accounts
maintained with a federal or state chartered depository institution or trust
company the short-term unsecured debt obligations of which (or, in the case of a
depository institution or trust company that is the principal subsidiary of a
holding company, the short-term unsecured debt obligations of such holding
company) are rated "A-1" (or the equivalent) by each of the Rating Agencies at
the time any amounts are held on deposit therein, (ii) an account or accounts
the deposits in which are fully insured by the FDIC (to the limits established
by such corporation), the uninsured deposits in which account are otherwise
secured such that, as evidenced by an Opinion of Counsel delivered to the
Trustee and to each Rating Agency, the Certificateholders will have a claim with
respect to the funds in such account or a perfected first priority security
interest against such collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, (iii) a trust account or accounts maintained with the trust
department of a federal or state chartered depository institution, national
banking association or trust company (including the Trustee) acting in its
fiduciary capacity or (iv) an account otherwise acceptable to each Rating Agency
without reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a letter from each Rating Agency to the Trustee.
Eligible Accounts may bear interest.

                  "Eligible Substitute Mortgage Loan": A mortgage loan
substituted for a Defective Mortgage Loan pursuant to the terms of this
Agreement which must, on the date of such substitution, (i) have an outstanding
principal balance, after application of all scheduled payments of principal and
interest due during or prior to the month of substitution, not in excess of, and
not more than 5% less than, the outstanding principal balance of the Defective
Mortgage Loan as of the Due Date in the calendar month during which the
substitution occurs, (ii) have a Mortgage Interest Rate not less than the
Mortgage Interest Rate of the Defective Mortgage Loan and not more than 1% in
excess of the Mortgage Interest Rate of such Defective Mortgage Loan, (iii) if
an Adjustable Rate Mortgage Loan, have a Maximum Mortgage Interest Rate not less
than the Maximum Mortgage Interest Rate on the Deleted Mortgage Loan, (iv) if an
Adjustable Rate Mortgage Loan, have a Minimum Mortgage Interest Rate not less
than the Minimum Mortgage Interest Rate of the Deleted Mortgage Loan, (v) if an
Adjustable Rate Mortgage Loan, have a Gross Margin equal to or greater than the
Gross Margin of the Deleted Mortgage Loan, (vi) if an Adjustable Rate Mortgage
Loan, have a next Adjustment Date not more than two months later than the next
Adjustment Date on the Deleted Mortgage Loan, have the same Index as the Deleted
Mortgage Loan and have the same Adjustment Date frequency after the first
Adjustment Date as the Deleted Mortgage Loan, (vii) have the same monthly Due
Date as that of the Defective Mortgage Loan and have a remaining term to
maturity not greater than (and not more than one year less than) that of the
Defective Mortgage Loan, (viii) be current as of the date of substitution, (ix)
have a Loan-to-Value Ratio as of the date of substitution equal to or lower than
the Loan-to-Value Ratio of the Defective Mortgage Loan as of such date, (x) have
a risk grading determined by the Seller at least equal to the risk grading
assigned on the Defective Mortgage Loan, (xi) have been reunderwritten in
accordance with the same underwriting criteria and guidelines as the Defective
Mortgage Loan and (xii) conform to each representation and warranty set forth in
Section 3.01 of the Mortgage Loan Purchase Agreement applicable to the Defective
Mortgage Loan. In the event that one or more mortgage loans are substituted for
one or more Defective Mortgage Loans, the amounts described in clause (i) hereof
shall be determined on the basis of aggregate principal balances, the Mortgage
Interest Rates and related items described in clauses (ii), (iii), (iv) and (v)
hereof shall be determined on the basis of weighted average Mortgage Interest
Rates and related items, the risk gradings described in clause (x) hereof shall
be satisfied as to each such mortgage loan, the terms described in clause (xi)
hereof shall be determined on the basis of weighted average remaining term to
maturity, the Loan-to-Value Ratios described in clause (ix) hereof shall be
satisfied as to each such mortgage loan and, except to the extent otherwise
provided in this sentence, the representations and warranties described in
clause (vii) hereof must be satisfied as to each Eligible Substitute Mortgage
Loan or in the aggregate, as the case may be.



                                      -13-
<PAGE>

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

                  "ERISA-Restricted Certificates": Any of the Class P, Class CE
and Class R Certificates.

                  "Escrow Account": The account or accounts created and
maintained pursuant to Section 3.06.

                  "Escrow Agreement": A voluntary agreement between a Mortgagor
and the Servicer relating to amounts constituting taxes and/or fire and hazard
insurance premiums required to be escrowed.

                  "Escrow Payments": The amounts constituting taxes and/or fire
and hazard insurance premiums required to be escrowed pursuant to a voluntary
escrow agreement between the Mortgagor and the Servicer.

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

                  "Expense Fee Rate": The sum of (i) the Securities
Administration Fee Rate, (ii) the Credit Risk Manager Fee Rate and (iii) the
Servicing Fee Rate.

                  "Extended Period": As defined in Section 9.04(b).

                  "Extra Principal Distribution Amount": As of any Distribution
Date, the lesser of (x) the Monthly Excess Interest Amount for such Distribution
Date and (y) the Overcollateralization Deficiency for such Distribution Date.

                  "Fannie Mae" or "FNMA": Fannie Mae, f/k/a Federal National
Mortgage Association, or any successor thereto.

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

                  "Fidelity Bond": Shall have the meaning assigned thereto in
Section 3.12.

                  "Final Certification" means the certificate in the form of
Exhibit F-3 attached hereto, delivered by the Trustee (or a Custodian on its
behalf) pursuant to Section 2.02.

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

                  "Fitch": "Fitch Ratings and its successors, and if such
company shall for any reason no longer perform the functions of a securities
rating agency, "Fitch" shall be deemed to refer to any other "nationally
recognized statistical rating organization" as set forth on the most current
list of such organizations released by the Securities and Exchange Commission.



                                      -14-
<PAGE>

                  "Freddie Mac" or "FHLMC": Freddie Mac, f/k/a Federal Home Loan
Mortgage Corporation, or any successor thereto.

                  "Grantor Trust": That portion of the Trust exclusive of REMIC
1, REMIC 2, REMIC 3, REMIC 4, and REMIC 5 which holds any Prepayment Charges
received in respect of the Mortgage Loans, any Servicer Prepayment Charge
Payment Amounts and the right of the Class P Certificateholders to receive such
Prepayment Charges and Servicer Prepayment Charge Payment Amounts.

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

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

                  "Independent Contractor": Either (i) any Person (other than
the Servicer or the Securities Administrator) that would be an "independent
contractor" with respect to the Trust Fund within the meaning of Section
856(d)(3) of the Code if the Trust Fund 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 percent or more of
any Class of Certificates), so long as the Trust Fund 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 or the Securities Administrator) if the Trustee has received an Opinion
of Counsel, which Opinion of Counsel shall be an expense of the Trust Fund, to
the effect that the taking of any action in respect of any REO Property by such
Person, subject to any conditions therein specified, that is otherwise herein
contemplated to be taken by an Independent Contractor will not cause such REO
Property to cease to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code), or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real
Property.

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

                  "Initial Certificate Principal Balance": With respect to any
Certificate of a Class other than a Class AIO, Class P, Class CE or Class R
Certificate, the amount designated "Initial Certificate Principal Balance" on
the face thereof.

                  "Initial Certification" means the certificate in the form of
Exhibit F-1 attached hereto, delivered by the Trustee (or a Custodian on its
behalf) pursuant to Section 2.02.

                  "Initial Overcollateralization Amount": $1,710,309.

                  "Insurance Proceeds": Proceeds of any 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 that the
Servicer would follow in servicing mortgage loans held for its own account,
subject to the terms and conditions of the related Mortgage Note and Mortgage.



                                      -15-
<PAGE>

                  "Interest Accrual Period": With respect to any Distribution
Date and any Class of Certificates and any Class of REMIC Regular Interests
(other than the Class AIO Certificates and the Class T2-1AIO, T2-2AIO, T2-3AIO,
T3-AIO and T4-AIO Interests), the period from and including the preceding
Distribution Date (or the Closing Date in the case of the initial Interest
Accrual Period), to and including the day prior to the current Distribution Date
and, with respect to any Distribution Date and the Class AIO Certificates and
the Class T2-1AIO, T2-2AIO, T2-3AIO, T3-AIO and T4-AIO Interests, the calendar
month immediately preceding the month in which such Distribution Date occurs.
Interest will accrue during any Interest Accrual Period on the Certificates and
each Class of REMIC Regular Interests (other than the Class AIO Certificates and
the Class T2-1AIO, T2-2AIO, T2-3AIO, T3-AIO and T4-AIO Interests) on the basis
of the actual number of days in the Interest Accrual Period over a 360-day year.
Interest will accrue on the Class AIO Certificates and the Class T2-1AIO,
T2-2AIO, T2-3AIO, T3-AIO and T4-AIO Interests on the basis of a 360-day year
comprised of twelve 30-day months during any Interest Accrual Period.

                  "Interest Carry Forward Amount": For any Class of Certificates
(other than the Class P, Class CE and Class R Certificates) and any Distribution
Date, the sum of (a) the excess, if any, of the Accrued Certificate Interest
plus any Interest Carry Forward Amount for the prior Distribution Date, over the
amount in respect of interest actually distributed on such Class on such prior
Distribution Date and (b) interest on such excess at the applicable Pass-Through
Rate (computed without regard to any Net WAC Rate), on the basis of the actual
number of days in the related Interest Accrual Period over a 360-day year (or on
the basis of a 360-day year comprised of twelve 30-day months, in the case of
the Class AIO Certificates).

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

                  "Interest Percentage": With respect to any Class of
Certificates (other than the Class P, Class CE and Class R Certificates) and any
Distribution Date, the ratio (expressed as a decimal carried to six places) of
the Accrued Certificate Interest for such Class to the sum of the Accrued
Certificate Interest for all Classes, in each case with respect to such
Distribution Date.

                  "Interest Remittance Amount": As of any Determination Date,
the sum, without duplication, of (i) all interest due and collected or advanced
with respect to the related Due Period on the Mortgage Loans (less the Servicing
Fee, the Securities Administration Fee, the Credit Risk Manager Fee, amounts
available for reimbursement of Advances and Servicing Advances pursuant to
Section 3.05 and expenses reimbursable pursuant to Section 6.03), (ii) all
Compensating Interest paid by the Servicer on such Determination Date with
respect to the Mortgage Loans and (iii) the portion of any payment in connection
with any substitution, Purchase Price, Termination Price or Net Liquidation
Proceeds relating to interest with respect to the Mortgage Loans received during
the related Prepayment Period.

                  "Interim Certification" means the certificate in the form of
Exhibit F-2 attached hereto, delivered by the Trustee (or a Custodian on its
behalf) pursuant to Section 2.02.

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



                                      -16-
<PAGE>

                  "LIBOR": With respect to the first Interest Accrual Period,
1.90875% per annum. With respect to each Interest Accrual Period after the first
Interest Accrual Period, the rate determined by the Securities Administrator on
the related Interest Determination Date on the basis of the "Interest Settlement
Rate" for U.S. dollar deposits of one-month maturity set by the British Bankers'
Association (the "BBA") as such rate appears on Telerate Page 3750 as of 11:00
a.m. (London time) on such Interest Determination Date. With respect to any
Interest Determination Date, if the BBA's Interest Settlement Rate does not
appear on Telerate Page 3750 as of 11:00 a.m. (London time) on such date, or if
Telerate Page 3750 is not available on such date, the Securities Administrator
will request the principal London office of each of the Reference Banks to
provide a quotation of the rate at which it is offering deposits in United
States dollars at approximately 11:00 a.m. London Time on that day to prime
banks in the London interbank market for a period equal to the related Interest
Accrual Period commencing on the first day of the related Interest Accrual
Period. If at least two such quotations are provided, LIBOR will be the
arithmetic mean of the quotations. If fewer than two quotations are provided as
requested, LIBOR will be the arithmetic mean of the rates quoted at
approximately 11:00 AM New York City time on that day by major banks in New York
City, selected by the Securities Administrator, for loans in United States
dollars to leading European banks for a period equal to the related Interest
Accrual Period immediately commencing on the first day of such Interest Accrual
Period.

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

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

                  "Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage
Loan is removed from the Trust Fund by reason of its being purchased, sold or
replaced pursuant to or as contemplated by Section 2.03 or Section 10.01. With
respect to any REO Property, either of the following events: (i) a Final
Recovery Determination is made as to such REO Property; or (ii) such REO
Property is removed from the Trust Fund by reason of its being sold or purchased
pursuant to Section 3.13 or Section 10.01.

                  "Liquidation Proceeds": The amount (other than amounts
received in respect of the rental of any REO Property prior to REO Disposition)
received by the 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
or (ii) the liquidation of a defaulted Mortgage Loan by means of a trustee's
sale, foreclosure sale or otherwise.

                  "Liquidation Report": The report prepared by the Servicer with
respect to a Liquidated Mortgage Loan in such form and containing such
information as is agreed to by the Servicer, the Trustee and the Securities
Administrator.

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

                  "Losses": As defined in Section 9.03.

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

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

                  "Majority Class R Certificateholders": The Holders of Class R
Certificates evidencing at least a 51% Percentage Interest in the Class R
Certificates.

                  "Majority Class CE Certificateholders": The Holders of Class
CE Certificates evidencing at least a 51% Percentage Interest in the Class CE
Certificates.



                                      -17-
<PAGE>

                  "Maximum Cap Rate": With respect to any Distribution Date and
the related Interest Accrual Period, a per annum rate (not less than zero and
subject to adjustment based on the actual number of days elapsed in such
Interest Accrual Period) equal to (a) the weighted average of the Adjusted Net
Maximum Mortgage Rates of the Mortgage Loans less (b) for the first 30
Distribution Dates, the Pass-Through Rate for the Class AIO Certificates for
such Distribution Date multiplied by a fraction, the numerator of which is the
Notional Amount of the Class AIO Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate outstanding
principal balance of the Mortgage Loans as of the beginning of the related Due
Period.

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

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

                  "Monthly Excess Cashflow Amount": The sum of the Monthly
Excess Interest Amount, the Overcollateralization Release Amount and (without
duplication) any portion of the Principal Distribution Amount remaining after
principal distributions on the Offered Certificates.

                  "Monthly Excess Interest Amount": With respect to each
Distribution Date, the amount, if any, by which the Interest Remittance Amount
for such Distribution Date exceeds the aggregate amount distributed on such
Distribution Date pursuant to paragraphs (i) through (viii) under Section 4.01.

                  "Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such Mortgage Loan which
is payable by the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or
Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction
in the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the Servicer pursuant to Section 3.01; and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when due.

                  "Moody's": Moody's Investors Service, Inc. and its successors,
and if such company shall for any reason no longer perform the functions of a
securities rating agency, "Moody's" shall be deemed to refer to any other
"nationally recognized statistical rating organization" as set forth on the most
current list of such organizations released by the Securities and Exchange
Commission. "Mortgage": The related mortgage, deed of trust or other instrument
identified on the Mortgage Loan Schedule as 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 Interest Rate": With respect to each Mortgage Loan,
the annual rate at which interest accrues on such Mortgage Loan from time to
time in accordance with the provisions of the related Mortgage Note, which rate
(i) in the case of each Fixed Rate Mortgage Loan shall remain constant at the
rate set forth in the Mortgage Loan Schedule as the Mortgage Interest Rate in
effect immediately following the Cut-off Date and (ii) in the case of each
Adjustable Rate Mortgage Loan (A) as of any date of determination until the
first Adjustment Date following the Cut-off Date shall be the rate set forth in
the Mortgage Loan Schedule as the Mortgage Interest Rate in effect immediately
following the Cut-off Date and (B) as of any date of determination thereafter
shall be the rate as adjusted on the most recent Adjustment Date, to equal the
sum of the applicable Index, determined as set forth in the related Mortgage
Note, plus the related Gross Margin, subject to the limitations set forth in the
related Mortgage Note. With respect to each Mortgage Loan that becomes an REO
Property, as of any date of determination, the annual rate determined in
accordance with the immediately preceding sentence as of the date such Mortgage
Loan became an REO Property.



                                      -18-
<PAGE>

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

                  "Mortgage Loan Purchase Agreement": The agreement between the
Seller and the Depositor, dated March 28, 2002, regarding the transfer of the
Mortgage Loans by the Seller to or at the direction of the Depositor.

                  "Mortgage Loan Schedule": As of any date with respect to the
Mortgage Loans, the list of such Mortgage Loans included in the Trust Fund on
such date, attached hereto as Exhibit D. The Mortgage Loan Schedule shall set
forth the following information with respect to each Mortgage Loan:

         (1) the Mortgage Loan identifying number;

         (2) the city, state, and zip code of the Mortgaged Property;

         (3) the type of Residential Dwelling constituting the Mortgaged
Property or a designation that the Mortgaged Property is a multi-family
property;

         (4) the occupancy status of the Mortgaged Property at origination;

         (5) the original months to maturity;

         (6) the date of origination;

         (7) the first payment date;

         (8) the stated maturity date;

         (9) the stated remaining months to maturity;

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

         (11) the Principal Balance of each Mortgage Loan as of the Cut-off
Date;

         (12) the Mortgage Interest Rate of the Mortgage Loan as of the date of
origination;

         (13) the current principal and interest payment of the Mortgage Loan as
of the Cut-off Date;

         (14) the next payment due date of the Mortgage Loan;

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

         (16) a code indicating the loan performance status of the Mortgage Loan
as of the Cut-off Date;

         (17) a code indicating whether the Mortgage Loan has a Prepayment
Charge;

         (18) a code indicating the Index that is associated with such Mortgage
Loan (if such Mortgage Loan is an Adjustable Rate Mortgage Loan);

         (19) the Gross Margin (if such Mortgage Loan is an Adjustable Rate
Mortgage Loan);

         (20) the Periodic Rate Cap for the initial Adjustment Date (if such
Mortgage Loan is an Adjustable Rate Mortgage Loan);



                                      -19-
<PAGE>

         (21) the Minimum Mortgage Interest Rate (if such Mortgage Loan is an
Adjustable Rate Mortgage Loan);

         (22) the Maximum Mortgage Interest Rate (if such Mortgage Loan is an
Adjustable Rate Mortgage Loan);

         (23) the Periodic Rate Cap for each Adjustment Date after the initial
Adjustment Date (if such Mortgage Loan is an Adjustable Rate Mortgage Loan);

         (24) the first Adjustment Date immediately following the Cut-off Date
(if such Mortgage Loan is an Adjustable Rate Mortgage Loan); and

         (25) the rate adjustment frequency (if such Mortgage Loan is an
Adjustable Rate Mortgage Loan).

                  The Mortgage Loan Schedule shall set forth the following
information, as of the Cut-off Date, with respect to the Mortgage Loans in the
aggregate: (1) the number of Mortgage Loans; (2) the current 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. The
Mortgage Loan Schedule shall be amended from time to time in accordance with the
provisions of this Agreement. With respect to any Eligible Substitute Mortgage
Loan, Cut-off Date shall refer to the related Cut-off Date for such Mortgage
Loan, determined in accordance with the definition of Cut-off Date herein.

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

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

                  "Mortgaged Property": The related real property identified on
the Mortgage Loan Schedule as securing the related Mortgage Loan.

                  "Mortgagor": The obligor on a Mortgage Note.

                  "Net Adjusted WAC Rate": The Net WAC Rate minus, for each of
the first 30 Distribution Dates, the applicable Pass-Through Rate for the Class
AIO Certificates multiplied by a fraction, the numerator of which is the
Notional Principal Balance of the Class AIO Certificates immediately before the
Distribution Date, and the denominator of which is the Pool Balance as of the
beginning of the related Due Period, expressed as an annual rate and calculated
on the basis of twelve months consisting of 30 days each and a 360-day year.

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

                  "Net Mortgage Interest Rate": With respect to any Mortgage
Loan, the Mortgage Interest Rate borne by such Mortgage Loan minus the Expense
Fee Rate.

                  "Net WAC Rate": The weighted average (based on Principal
Balance as of the first day of the related Due Period or, in the case of the
first Distribution Date, the Cut-Off Date) of the Net Mortgage Interest Rates of
the Mortgage Loans.



                                      -20-
<PAGE>

                  "Net WAC Rate Carryover Amount": With respect to any
Distribution Date, for the Class A, Class M-1, Class M-2, Class M-3 and Class B
Certificates, the sum of (a) the amount, if any, by which (i) the amount of
Accrued Certificate Interest that would have been distributable on that Class
for that Distribution Date had its Pass-Through Rate been equal to the related
Formula Rate, exceeds (ii) the actual amount of the Accrued Certificate Interest
for that Class and Distribution Date, because the related Pass-Through Rate was
limited to the Net Adjusted WAC Rate, plus (b) any such amount from a previous
Distribution Date that remains unpaid, with interest thereon at the applicable
Formula Rate since that Distribution Date, to the extent such interest remains
unpaid.

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

                  "Nonrecoverable Advance": Any Advance or Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan that, in
the good faith business judgment of the Servicer, will not or, in the case of a
proposed Advance or Servicing Advance, would not be ultimately recoverable from
Late Collections on such Mortgage Loan as provided herein.

                  "Notional Amount": With respect to the Class AIO Certificates
and (i) any Distribution Date occurring in September 2004 or earlier, the lesser
of (A) $34,196,000 and (B) the Pool Balance as of the beginning of the related
Due Period, and (ii) any Distribution Date occurring in October 2004 or
thereafter, $0.00.

                  "Offered Certificates": The Class A, Class AIO, Class M-1,
Class M-2, Class M-3 and Class B Certificates.

                  "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 Servicer, the Securities
Administrator or the Depositor, as applicable.

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

                  "Optional Termination Date": The first Distribution Date on
which the Majority Class CE Holders or the Servicer may opt to terminate the
Mortgage Pool pursuant to Section 10.01.

                  "Original Class Certificate Principal Balance": With respect
to each Class of Certificates, the Certificate Principal Balance thereof on the
Closing Date, as set forth opposite such Class in the Preliminary Statement,
except with respect to the Class AIO Certificates, which have no principal
balance, and the Class P, Class CE and Class R Certificates, which have an
Original Class Certificate Principal Balance of zero.

                  "Overcollateralization Amount": As of any Distribution Date,
the excess, if any, of (x) the Pool Balance as of the last day of the
immediately preceding Due Period over (y) the aggregate Certificate Principal
Balances of all Classes of Offered Certificates (after taking into account all
distributions of principal on such Distribution Date).

                  "Overcollateralization Deficiency": As of any Distribution
Date, the excess, if any, of (x) the Targeted Overcollateralization Amount for
such Distribution Date over (y) the Overcollateralization Amount for such
Distribution Date, calculated for this purpose after taking into account the
reduction on such Distribution Date of the Certificate Principal Balances of all
Classes of Certificates resulting from the distribution of the Principal
Distribution Amount (but not the Extra Principal Distribution Amount) on such
Distribution Date, but prior to taking into account any Applied Realized Loss
Amounts on such Distribution Date.

                  "Overcollateralization Release Amount": With respect to any
Distribution Date on or after the Stepdown Date on which a Trigger Event is not
in effect, the lesser of (x) the Principal Remittance Amount for such
Distribution Date and (y) the excess, if any, of (i) the Overcollateralization
Amount for such Distribution Date, assuming that 100% of the Principal
Remittance Amount is applied as a principal payment on the Certificates on such
Distribution Date, over (ii) the Targeted Overcollateralization Amount for such
Distribution Date.



                                      -21-
<PAGE>

                  "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": Any of the Class A Pass-Through Rate, the
Class AIO Pass-Through Rate, the Class M-1 Pass-Through Rate, the Class M-2
Pass-Through Rate, the Class M-3 Pass-Through Rate and the Class B Pass-Through
Rate.

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

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

                  "Periodic Rate Cap": With respect to each Adjustable Rate
Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth
in the related Mortgage Note, which is the maximum amount by which the Mortgage
Interest Rate for such Mortgage Loan may increase or decrease on such Adjustment
Date from the Mortgage Interest Rate in effect immediately prior to such
Adjustment Date.

                  "Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued or managed by the Depositor, the Servicer, the
Securities Administrator, the Trustee or any of their respective Affiliates or
for which an Affiliate of the Trustee or the Securities 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) (A) demand and time deposits in, certificates of deposit
         of, bankers' acceptances issued by or federal funds sold by any
         depository institution or trust company (including the Trustee. the
         Securities Administrator or their respective agents acting in their
         respective commercial banking capacities) incorporated under the laws
         of the United States of America or any state thereof and subject to
         supervision and examination by federal and/or state authorities, so
         long as, at the time of such investment or contractual commitment
         providing for such investment, such depository institution or trust
         company or its ultimate parent has a short-term uninsured debt rating
         in the highest applicable rating category of each Rating Agency and
         provided that each such investment has an original maturity of no more
         than 365 days and (B) any other demand or time deposit or deposit which
         is fully insured by the FDIC with a depository institution or trust
         company that has, or the ultimate parent company of which has, a
         short-term unsecured debt rating in the highest applicable rating
         category of each Rating Agency;

                  (iii) repurchase obligations with a term not to exceed 30 days
         with respect to any security described in clause (i) above and entered
         into with a depository institution or trust company (acting as
         principal) rated A2 or higher by Moody's or A or higher by each of S&P
         and Fitch, provided, however, that collateral transferred pursuant to
         such repurchase obligation must be of the type described in clause (i)
         above and must (A) be valued daily at current market prices plus
         accrued interest or (B) pursuant to such valuation, be equal, at all
         times, to 105% of the cash transferred by the Trustee in exchange for
         such collateral and (C) be delivered to the Trustee or, if the Trustee
         is supplying the collateral, an agent for the Trustee, in such a manner
         as to accomplish perfection of a security interest in the collateral by
         possession of certificated securities;



                                      -22-
<PAGE>

                  (iv) securities bearing interest or sold at a discount that
         are issued by any corporation (including the Trustee or the Securities
         Administrator each acting in its commercial banking capacity)
         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 categories 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 registered under the
         Investment Company Act of 1940 including funds managed or advised by
         the Trustee or the Securities Administrator or an affiliate thereof,
         having the highest rating category by the applicable Rating Agency; and

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

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

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

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

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

                  "Prepayment Charge": With respect to any Prepayment Period,
any prepayment premium, penalty or charge collected by the Servicer from a
Mortgagor in connection with any voluntary Principal Prepayment in full pursuant
to the terms of the related Mortgage Note as from time to time held as a part of
the Trust Fund, the Prepayment Charges so held being determined in accordance
with the guidelines for Prepayment Charge provisions set forth in the Wells
Fargo Prepayment Charge Matrix. The defined term "Prepayment Charge" shall not
include any Servicer Prepayment Charge Payment Amount.

                  "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was during the related Prepayment
Period the subject of a Principal Prepayment in full or in part that was applied
by the Servicer to reduce the outstanding principal balance of such loan on a
date preceding the related Due Date, an amount equal to interest at the
applicable Mortgage Interest Rate (net of the Servicing Fee Rate) on the amount
of such Principal Prepayment for the number of days commencing on the date on
which the prepayment is applied and ending on the last day of the related
Prepayment Period.

                  "Prepayment Period": With respect to any Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.

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



                                      -23-
<PAGE>

                  "Principal Distribution Amount": As to any Distribution Date,
the sum of (i) the Principal Remittance Amount minus, for Distribution Dates
occurring on and after the Stepdown Date and for which a Trigger Event is not in
effect, the Overcollateralization Release Amount, if any, and (ii) the Extra
Principal Distribution Amount, if any.

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

                  "Principal Remittance Amount": With respect to any
Distribution Date, to the extent of funds available therefor, the sum (less
amounts available for reimbursement of Advances and Servicing Advances pursuant
to Section 3.05 and expenses reimbursable pursuant to Section 6.03) of: (i) each
payment of principal on a Mortgage Loan due during the related Due Period and
received by the Servicer on or prior to the related Determination Date, and any
Advances with respect thereto, (ii) all full and partial Principal Prepayments
received by the Servicer during the related Prepayment Period, (iii) the Net
Liquidation Proceeds allocable to principal actually collected by the Servicer
during the related Prepayment Period, (iv) with respect to Defective Mortgage
Loans repurchased with respect to such Prepayment Period, the portion of the
Purchase Price allocable to principal, (v) any Substitution Adjustment Amounts
received on or prior to the previous Determination Date and not yet distributed
and (vi) on the Distribution Date on which the Trust is to be terminated in
accordance with Section 10.01 hereof, that portion of the Termination Price in
respect of principal.

                  "Private Certificates": Any of the Class P, Class CE and Class
R Certificates.

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

                  "Prospectus Supplement": That certain Prospectus Supplement
dated March 15, 2002 relating to the public offering of the Offered
Certificates.

                  "Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03 or
10.01, and as confirmed by an Officers' Certificate from the Servicer to the
Trustee, an amount equal to the sum of (i) 100% of (x) in the case of a Mortgage
Loan, the Principal Balance thereof as of the date of purchase (or such other
price as provided in Section 10.01) or (y) in the case of an REO Property, its
fair market value, as determined in good faith by the Servicer, (ii) in the case
of (x) a Mortgage Loan, accrued interest on such Principal Balance at the
applicable Mortgage Interest Rate in effect from time to time from the Due Date
as to which interest was last covered by a payment by the Mortgagor or an
Advance by the Servicer, which payment or Advance had as of the date of purchase
been distributed pursuant to Section 4.01, through the end of the calendar month
in which the purchase is to be effected, and (y) an REO Property, accrued
interest at the applicable Mortgage Interest Rate on its fair market value,
determined in good faith by the Servicer, (iii) any unreimbursed Servicing
Advances and Advances and any unpaid Servicing Fees allocable to such Mortgage
Loan or REO Property, (iv) any amounts previously withdrawn from the Collection
Account in respect of such Mortgage Loan or REO Property pursuant to Section
3.13, and (v) in the case of a Mortgage Loan required to be purchased pursuant
to Section 2.03, expenses reasonably incurred or to be incurred by the Servicer
or the Trustee in respect of the breach or defect giving rise to the purchase
obligation.

                  "Qualified REMIC Assets": Any "qualified mortgages" or
"permitted investments" within the meaning of Section 860G of the Code and any
related REMIC provisions.



                                      -24-
<PAGE>

                  "Rating Agency or Rating Agencies": Fitch, Moody's and S & P,
or their respective successors. If such agencies or their successors are no
longer in existence, "Rating Agencies" shall be such nationally recognized
statistical rating organizations as set forth on the most current list of such
organizations released by the Securities and Exchange Commission and designated
by the Depositor, notice of which designation shall be given to the Trustee and
the Servicer.

                  "Realized Loss": (a) With respect to a Liquidated Mortgage
Loan, the amount by which the remaining unpaid principal balance of the Mortgage
Loan exceeds the amount of Net Liquidation Proceeds applied to the principal
balance of the related Mortgage Loan; (b) with respect to any Mortgage Loan, a
Deficient Valuation with respect thereto; and (c) with respect to any Mortgage
Loan, a reduction in the Principal Balance thereof resulting from a modification
of such Mortgage Loan by the Servicer permitted pursuant to this Agreement.

                  "Record Date": With respect to all of the Certificates, the
last Business Day of the month immediately preceding the month in which the
related Distribution Date occurs (or the Closing Date, in the case of the first
Distribution Date).

                  "Reference Banks": Four major banks in the London interbank
market selected by the Securities Administrator.

                  "Regular Certificate": Any of the Offered Certificates and the
Class CE Certificates.

                  "Related Documents": With respect to any Mortgage Loan, the
related Mortgage Notes and related Mortgages.

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

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

                  "Remaining Initial Overcollateralization Amount": As of any
Distribution Date, an amount equal to (a) the Initial Overcollateralization
Amount minus (b) the sum of (i) any Overcollateralization Release Amounts
distributed and (ii) Realized Losses allocated to the Class T2-4 Interests.

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

                  "REMIC 1 Regular Interests": The Class T1-1 Interest and Class
T1-2 Interest.

                  "REMIC 2 Regular Interests": The Class T2-1 Interest, Class
T2-2 Interest, Class T2-3 Interest, Class T2-4 Interest, Class T2-1AIO Interest,
Class T2-2AIO Interest and Class T2-3AIO Interest.

                  "REMIC 3 Pass-Through Rate": With respect to any Distribution
Date, a rate obtained by dividing (A) the product of (i) 2 times (ii) the Net
Adjusted WAC Rate times (iii) the Class T2-2 Principal Amount by (B) the sum of
(x) the Class T2-2 Principal Amount and (y) the Class T2-3 Principal Amount,
such principal balances being determined before any reductions of principal
balance or allocation of Realized Losses made on such Distribution Date.

                  "REMIC 3 Regular Interests": The Class T3-1 Interest, Class
T3-2 Interest, Class T3-3 Interest, Class T3-4 Interest, Class T3-11 Interest,
Class T3-12 Interest, Class T3-13 Interest and Class T3-AIO Interest.



                                      -25-
<PAGE>

                  "REMIC 4 Regular Interests": The Class T4-AF Interest, Class
T4-M1 Interest, Class T4-M2 Interest, Class T4-M3 Interest, Class T4-B Interest,
Class T4-4 Interest, Class T4-11 Interest, Class T4-12 Interest, Class T4-13
Interest and Class T4-AIO Interest.

                  "REMIC 5 Components": The Class T5-4, Class T5-11, Class
T5-12, Class T5-13, Class T5- AFIO, Class T5-M1IO, Class T5-M2IO, Class T5-M3IO
and Class T5-BIO Interests. Each of the REMIC 5 Components represents a regular
interest in REMIC 5.

                  "REMIC 5 Regular Interests": The Class A Certificates, Class
AIO Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3
Certificates, Class B Certificates, Class T5-4 Interest, Class T5-11 Interest,
Class T5-12 Interest, Class T5-13 Interest, Class T5-AFIO Interest, Class
T5-M1IO Interest, Class T5-M2IO Interest, Class T5-M3IO Interest and Class
T4-BIO Interest.

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

                  "REMIC Regular Interest": As defined in the Preliminary
Statement.

                  "Remittance Report": A report prepared by the Servicer and
delivered to the Securities Administrator pursuant to Section 4.07, containing
the information attached hereto as Exhibit N.

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

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

                  "REO Disposition Fee": A fee payable to the Servicer as
servicing compensation in addition to the Servicing Fee upon the liquidation of
any REO Property, in an amount equal to the lesser of (a) the greater of (i)
1.00% of the price for which the REO Property was sold and (ii) $1,500.00, and
(b) the Net Liquidation Proceeds of the REO Property (without reduction for the
REO Disposition Fee).

                  "REO Principal Amortization": With respect to any REO
Property, for any calendar month, the aggregate of all amounts received in
respect of such REO Property during such calendar month, whether in the form of
rental income, sale proceeds (including, without limitation, that portion of the
Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 10.01 that is allocable to such REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant
to Section 3.13 in respect of the proper operation, management and maintenance
of such REO Property or (ii) payable or reimbursable to the Servicer pursuant to
Section 3.13 for unpaid Servicing Fees in respect of the related Mortgage Loan
and unreimbursed Servicing Advances and Advances in respect of such REO Property
or the related Mortgage Loan.

                  "REO Property": A Mortgaged Property acquired by the Servicer
on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure,
as described in Section 3.13.

                  "Request for Release": A release signed by a Servicing
Officer, in the form of Exhibit E-1 attached hereto.

                  "Residential Dwelling": Any one of the following: (i) a
detached one-family dwelling, (ii) a two- to four-family dwelling, (iii) a
one-family dwelling unit in a FNMA eligible condominium project, (iv) a
one-family dwelling in a planned unit development, which is not a co-operative,
or (v) a mobile or manufactured home (as defined in section 603(6) of the
National Manufactured Housing Construction and Safety Standards Act of 1974).



                                      -26-
<PAGE>

                  "Residual Certificate": The Class R Certificates.

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

                  "Responsible Officer": When used with respect to the Trustee
or the Securities Administrator, any officer assigned to the Corporate Trust
Division (or any successor thereto), including any Vice President, Assistant
Vice President, Trust Officer, any Assistant Secretary, any trust officer or any
other officer of the Trustee or the Securities Administrator customarily
performing functions similar to those performed by any of the above designated
officers and in each case having direct responsibility for the administration of
this Agreement.

                  "S&P": Standard & Poor's Ratings Services, or any successor
thereto, and if such company shall for any reason no longer perform the
functions of a securities rating agency, "S&P" shall be deemed to refer to any
other "nationally recognized statistical rating organization" as set forth on
the most current list of such organizations released by the Securities and
Exchange Commission.

                  "Securities Administration Fee": With respect to any
Distribution Date, the product of (x) one-twelfth of the Securities
Administration Fee Rate and (y) the Pool Balance as of the opening of business
on the first day of the related Due Period.

                  "Securities Administration Fee Rate": With respect to any
Distribution Date, 0.01% per annum.

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

                  "Seller": Banc of America Mortgage Capital Corporation, or its
successor in interest, in its capacity as seller under the Mortgage Loan
Purchase Agreement.

                  "Senior Certificates": The Class A and Class AIO Certificates.

                  "Senior Enhancement Percentage": For any Distribution Date,
the percentage obtained by dividing (x) the sum of (i) the aggregate Certificate
Principal Balances of the Subordinated Certificates and (ii) the
Overcollateralization Amount, in each case after taking into account the
distribution of the Principal Distribution Amount on such Distribution Date by
(y) the Pool Balance as of the last day of the related Due Period.

                  "Servicer": Wells Fargo Home Mortgage, Inc., a California
corporation, or any successor servicer appointed as herein provided, in its
capacity as Servicer hereunder.

                  "Servicer Affiliate": A Person (i) controlling, controlled by
or under common control with the Servicer or which is 50% or more owned by the
Servicer and (ii) which is qualified to service residential mortgage loans.

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

                  "Servicer Prepayment Charge Payment Amount": The amount
payable by the Servicer in respect of any waived Prepayment Charges pursuant to
Section 3.01, which amount shall be equal to the difference between the amount
of Prepayment Charge due by a Mortgagor before any waiver and the actual amount
of the Prepayment Charge that was paid by the Mortgagor.

                  "Servicer Purchase Price": As defined in Section 3.16.

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



                                      -27-
<PAGE>

                  "Servicing Advances": All customary, reasonable and necessary
"out of pocket" costs and expenses incurred by the Servicer in the performance
of its servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of the REO Property and (iv) compliance with the
obligations under Section 3.08.

                  "Servicing Fee": With respect to each Mortgage Loan (including
each REO Property) and Distribution Date and for any calendar month, an amount
equal to the equivalent of one month's interest (or in the event of any payment
of interest which accompanies a Principal Prepayment in full made by the
Mortgagor during such calendar month, interest for the number of days covered by
such payment of interest) at the Servicing Fee Rate on the same principal amount
on which interest on such Mortgage Loan accrues for such calendar month.

                  "Servicing Fee Rate": With respect to each Mortgage Loan,
0.50% per annum.

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

                  "Servicing Standard": The standards set forth in Section 3.01.

                  "Similar Law": As defined in Section 5.02(d) hereof.

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

                  "Stayed Funds": Any payment required to be made under the
terms of the Certificates and this Agreement but which is not remitted by the
Servicer because the Servicer is the subject of a proceeding under the
Bankruptcy Code and the making of such remittance is prohibited by Section 362
of the Bankruptcy Code.

                  "Stepdown Date": The earlier to occur of (x) the Distribution
Date on which the aggregate Certificate Principal Balance of the Class A
Certificates is reduced to zero, and (y) the later to occur of (A) the
Distribution Date in April 2005 and (B) the Distribution Date on which the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date) is less than or equal to 66.00% of the Pool
Balance as of the last day of the related Due Period.

                  "Subordinated Certificates": The Class M-1, Class M-2, Class
M-3, Class B, Class CE and Class R Certificates.

                  "Subsequent Overcollateralization Amount": As of any
Distribution Date, after the application of principal payments and Applied
Realized Loss Amounts, an amount equal to the excess, if any of (a) the Pool
Balance over (b) the sum of (i) the Certificate Principal Balance of each Class
of Offered Certificates and (ii) the Remaining Initial Overcollateralization
Amount.

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

                  "Targeted Overcollateralization Amount": As of any
Distribution Date, (x) prior to the Stepdown Date, 0.50% of the Pool Balance as
of the Cut-off Date, (y) on and after the Stepdown Date and if a Trigger Event
is not in effect, the lesser of (i) the Targeted Overcollateralization Amount
for the immediately preceding Distribution Date and (ii) greater of (A) 1.00% of
the Pool Balance as of the last day of the related Due Period and (B) 0.50% of
the Pool Balance as of the Cut-off Date and (z) on or after the Stepdown Date
and if a Trigger Event is in effect, the Targeted Overcollateralization Amount
for the immediately preceding Distribution Date.



                                      -28-
<PAGE>

                  "Tax Administrator" and "Tax Matters Person": The Securities
Administrator or any successor thereto or assignee thereof shall serve as tax
administrator hereunder and as agent for the Tax Matters Person. The "Tax
Matters Person" shall be the tax matters person appointed pursuant to Section
9.01(e) hereof.

                  "Tax Returns": The federal income tax returns on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed on behalf of the Trust in its capacity 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 10.01(a) hereof.

                  "Trigger Event": With respect to any Distribution Date on or
after the Stepdown Date, if the six-month rolling average of 60+ Day Delinquent
Loans (expressed as a percentage of the Pool Balance) equals or exceeds 50% of
the Senior Enhancement Percentage.

                  "Trust": ABFC 2002-WF1 Trust, the trust created hereunder.

                  "Trust Fund": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to a portion of which five REMIC elections are to be made, such
entire Trust Fund consisting of: (i) such Mortgage Loans as from time to time
are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof, (ii)
any REO Property, together with all collections thereon and proceeds thereof,
(iii) the Trustee's rights with respect to the Mortgage Loans under all
insurance policies required to be maintained pursuant to this Agreement and any
proceeds thereof, (iv) the Depositor's rights under the Mortgage Loan Purchase
Agreement (including any security interest created thereby) and (v) the
Collection Account, 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.

                  "Trustee": First Union National Bank, a national banking
association, or any successor Trustee appointed as herein provided.

                  "Underwriters": Banc of America Securities LLC, Countrywide
Securities Corporation and Wells Fargo Brokerage Services, LLC, as underwriters
with respect to the Offered Certificates.

                  "United States Person" or "U.S. Person": (i) A citizen or
resident of the United States, (ii) a corporation or partnership (unless, in the
case of a partnership, Treasury regulations are adopted that provide otherwise)
created or organized in or under the laws of the United States, any state
thereof or the District of Columbia, including any entity treated as a
corporation or partnership, provided that, in the case of a partnership, none of
the interests in such partnership are held directly or indirectly through one or
more intermediate entities by a person that is not a U.S. Person for federal
income tax purposes, (iii) an estate that is subject to United States federal
income tax regardless of its source, or (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of the trust, or, to the extent provided in applicable
Treasury regulations, some trusts in existence on August 20, 1996 which have a
valid election in place to be treated as U.S. Persons.

                  "Value": With respect to any Mortgaged Property, the value
thereof as determined by an independent appraisal made at the time of the
origination of the related Mortgage Loan or the sale price, if the appraisal is
not available; except that, with respect to any Mortgage Loan that is a purchase
money mortgage loan, the lesser of (i) the value thereof as determined by an
independent appraisal made at the time of the origination of such Mortgage Loan,
if any, and (ii) the sales price of the related Mortgaged Property.



                                      -29-
<PAGE>

                  "Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. The Voting Rights
allocated among Holders of the Offered Certificates (other than the Class AIO
Certificates) shall be 98% of the aggregate voting rights of the Certificates,
and shall be allocated among each such Class according to the fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of all the Certificates of such Class then outstanding and the
denominator of which is the aggregate Certificate Principal Balance of all the
Offered Certificates then outstanding. The Voting Rights allocated to the
Holders of the Class AIO Certificates shall be 1% of the aggregate voting rights
of the Certificates. The Voting Rights allocated to each such Class of
Certificates shall be allocated among all holders of each such Class in
proportion to the outstanding Certificate Principal Balances (or Notional
Amounts, in the case of the Class AIO Certificates) of such Certificates;
provided, however, that any Certificate registered in the name of the Servicer,
the Securities Administrator, the Depositor or the Trustee or any of their
respective affiliates shall not be included in the calculation of Voting Rights.
The percentage of all the Voting Rights allocated among the Holders of the Class
CE Certificate shall be 1%. The Class P and Class R Certificates shall have no
Voting Rights.

                  "Wells Fargo Prepayment Charge Matrix": The matrix, attached
hereto as Schedule 1, setting forth the state-by-state guidelines for prepayment
charge provisions to be included in mortgage loan documents with respect to
mortgage loans originated and acquired by Wells Fargo Home Mortgage, Inc.

                  "Written Order to Authenticate": A written order by which the
Depositor directs the Trustee to issue the Certificates.

                  Section 1.02      Accounting.

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

                                   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 (i) each Mortgage Loan
identified on the Mortgage Loan Schedule, including the related Cut-off Date
Principal Balance, all interest accruing thereon after the Cut-off Date and all
collections in respect of interest and principal due after the Cut-off Date;
(ii) property which secured each such Mortgage Loan and which has been acquired
by foreclosure or deed in lieu of foreclosure; (iii) its interest in any
insurance policies in respect of the Mortgage Loans; (iv) all proceeds of any of
the foregoing; (v) the rights of the Depositor under the Mortgage Loan Purchase
Agreement, and (vi) all other assets included or to be included in the Trust
Fund. Such assignment includes all interest and principal due to the Depositor
or the Servicer after the Cut-off Date with respect to the Mortgage Loans.

                  In connection with such transfer and assignment, the
Depositor, does hereby deliver (or cause to be delivered) to, and deposit with
the Trustee, or the Custodian on the Trustee's behalf, the following documents
or instruments with respect to each Mortgage Loan (a "Mortgage File") so
transferred and assigned:

         (i)      the original Mortgage Note, endorsed either (A) in blank or
                  (B) in the following form: "Pay to the order of First Union
                  National Bank., as Trustee under the Pooling and Servicing
                  Agreement, dated as of March 1, 2002, without recourse", or
                  with respect to any lost Mortgage Note, an original Lost Note
                  Affidavit, together with a copy of the related Mortgage Note;



                                      -30-
<PAGE>

         (ii)     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 or, if such Mortgage or power of attorney
                  has been submitted for recording but has not been returned
                  from the applicable public recording office, has been lost or
                  is not otherwise available, a copy of such Mortgage or power
                  of attorney, as the case may be, certified to be a true and
                  complete copy of the original submitted for recording;

         (iii)    an original Assignment of Mortgage, in form and substance
                  acceptable for recording. The Mortgage shall be assigned
                  either (A) in blank or (B) to "First Union National Bank, as
                  Trustee under the Pooling and Servicing Agreement, dated as of
                  March 1, 2002, without recourse";

         (iv)     an original copy of any intervening assignment of Mortgage
                  showing a complete chain of assignments from the originator of
                  the Mortgage Loan to Wells Fargo Home Mortgage, Inc. with
                  evidence of recording thereon;

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

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

                  The Servicer shall promptly (and in no event later than thirty
days following the Closing Date) submit or cause to be submitted for recording,
at the Depositor's expense and at no expense to the Trust Fund or the Trustee,
in the appropriate public office for real property records, each Assignment
referred to in Section 2.01(iii) above required to be recorded as provided
below. In the event that any such Assignment is lost or returned unrecorded
because of a defect therein, the Depositor shall cause the Seller or the
Servicer to promptly prepare or cause to be prepared a substitute Assignment or
cure or cause to be cured such defect, as the case may be, and thereafter cause
each such Assignment to be duly recorded.

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

                  Upon discovery or receipt of notice that any document in a
Mortgage File is inconsistent with the information set forth on the related
Mortgage Loan Schedule or that a document is missing from, a Mortgage File, or
is materially mutilated, damaged or torn, the Seller shall have 120 days to cure
such defect (or 90 days after the earlier of the Depositor's discovery or
receipt of notification if such defect would cause the related Mortgage Loan not
to be a "qualified mortgage" for REMIC purposes) or 365 days following the
Closing Date, in the case of missing Mortgages or Assignments or deliver such
missing document to the Trustee or the Custodian. If the Seller does not cure
such defect or deliver such missing document within such time period, the Seller
shall either repurchase or substitute for such Mortgage Loan in accordance with
Section 2.03.

                  No Assignments of Mortgage referred to in Section 2.01(iii)
hereof shall be recorded unless subsequently required in connection with
servicing a Mortgage Loan pursuant to this Agreement.



                                      -31-
<PAGE>

                  The Depositor herewith delivers to the Trustee an executed
copy of the Mortgage Loan Purchase Agreement.

                  Section 2.02      Acceptance by Trustee.

                  The Trustee acknowledges the receipt of, 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 documents referred to in Section 2.01 above and the assignment of 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" delivered to the Trustee in
trust for the exclusive use and benefit of all present and future
Certificateholders.

                  The Trustee shall execute and deliver (or cause the Custodian
to execute and deliver) to the Servicer, the Securities Administrator and the
Depositor on or prior to the Closing Date an Initial Certification in the form
attached hereto as Exhibit F-1 hereto, certifying that it has received all
documents required to be delivered to it pursuant to Section 2.01 of this
Agreement, for each Mortgage Loan listed in the Mortgage Loan Schedule (other
than any Mortgage Loan that has been paid in full, liquidated or otherwise
released as of the date of such certification, and subject to any exceptions
specifically identified in the exception report annexed to such certification).

                  The Trustee, for the benefit of the Certificateholders, shall
review (or cause the Custodian to review) each Mortgage File within 60 days
after the Closing Date (or, with respect to any document delivered after the
Startup Day, within 60 days of receipt and with respect to any Qualified
Substitute Mortgage, within 60 days after the assignment thereof) and shall
deliver (or cause the Custodial to deliver) to the Servicer, the Securities
Administrator and the Depositor an Interim Certification in the form attached
hereto as Exhibit F-2 certifying that, as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan that has been paid in full,
liquidated or otherwise released as of the date of such certification, and
subject to any exceptions specifically identified in the exception report
annexed to such certification), (i) all documents required to be delivered to it
pursuant Section 2.01 of this Agreement (other than any document listed in
Section 2.01(vi) not reflected on the Mortgage Loan Schedule) 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 (1), (2), (5), (7), (10), (12),
(18), (19), (20), (21), (22) and (25) of the Mortgage Loan Schedule accurately
reflects information set forth in the Mortgage File. It is herein acknowledged
that, in conducting such review, the Trustee (or the Custodian, as applicable)
is under no duty or obligation to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that they are genuine,
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.

                  Prior to the first anniversary date of this Agreement the
Trustee shall deliver (or cause the Custodian to deliver) to the Depositor, the
Securities Administrator and the Servicer a Final Certification in the form
attached hereto as Exhibit F-3 evidencing the completeness of the Mortgage
Files, 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, materially mutilated,
damaged or torn or containing information inconsistent with the information set
forth in the Mortgage Loan Schedule, at the conclusion of its review the Trustee
shall so notify the Seller, the Securities Administrator, the Depositor and the
Servicer. In addition, upon the discovery by the Depositor, the Servicer, the
Securities Administrator or the Trustee of a breach of any of the
representations and warranties made by the 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.



                                      -32-
<PAGE>

                  The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage Loans and the
Related Documents, conveying good title thereto free and clear of any liens and
encumbrances, from the Depositor to the Trustee 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 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.

                  (a) Upon discovery or receipt of written notice that any
document in a Mortgage File is materially inconsistent with the related Mortgage
Loan Schedule, or that a document is missing from a Mortgage File or it is
materially mutilated, damaged or torn, or of the breach by the Seller of any
representation, warranty or covenant under the Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan which materially adversely affects the value of
such Mortgage Loan, Prepayment Charge or the interest therein of the
Certificateholders, the Trustee (or the Custodian, as applicable) shall promptly
notify the Seller and the Servicer of such defect, missing document or breach
and request that the Seller deliver such missing document or cure such defect or
breach within 120 days from the date the Seller was notified of such missing
document, defect or breach, and if the Seller does not deliver such missing
document or cure such defect or breach in all material respects during such
period, the Trustee shall enforce the Seller's obligation under the Mortgage
Loan Purchase Agreement and cause the Seller to repurchase such Mortgage Loan
from the Trust Fund at the Purchase Price on or prior to the Determination Date
following the expiration of such 120 day period (subject to Section 2.03(d));
provided that, in connection with any such breach that could not reasonably have
been cured within such 120 day period, if the Seller shall have commenced to
cure such breach within such 120 day period, the Seller shall be permitted to
proceed thereafter diligently and expeditiously to cure the same within the
additional period provided under the Mortgage Loan Purchase Agreement. The
Purchase Price for the repurchased Mortgage Loan shall be deposited in the
Collection Account, and the Trustee, upon receipt of written certification from
the Servicer of such deposit, shall release to the Seller the related Mortgage
File and shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as the Seller shall furnish to it and as shall be
necessary to vest in the Seller any Mortgage Loan released pursuant hereto and
the Trustee shall have no further responsibility with regard to such Mortgage
File. In lieu of repurchasing any such Mortgage Loan as provided above, the
Seller may cause such Mortgage Loan to be removed from the Trust Fund (in which
case it shall become a Defective Mortgage Loan) and substitute one or more
Eligible Substitute Mortgage Loans in the manner and subject to the limitations
set forth in Sections 2.03(c) and 2.03(d). It is understood and agreed that the
obligation of the Seller 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 shall constitute the sole remedy against the Seller respecting such
omission, defect or breach available to the Trustee on behalf of the
Certificateholders.

                  With respect to the representations and warranties set forth
in the Mortgage Loan Purchase Agreement that are made to the best of the
Seller's knowledge or as to which the Seller has no knowledge, if it is
discovered by the Depositor, the Servicer or the Trustee that the substance of
such representation and warranty is inaccurate and such inaccuracy materially
and adversely affects the value of the related Mortgage Loan, Prepayment Charge
or the interest therein of the Certificateholders then, notwithstanding the
Seller's lack of knowledge with respect to the substance of such representation
and warranty being inaccurate at the time the representation or warranty was
made, such inaccuracy shall be deemed a breach of the applicable representation
or warranty.

                  It is understood and agreed that the representations and
warranties set forth in the Mortgage Loan Purchase Agreement shall survive
delivery of the Mortgage Files to the Trustee and shall inure to the benefit of
the Certificateholders notwithstanding any restrictive or qualified endorsement
or assignment. It is understood and agreed that the obligations of the Seller
set forth in this Section 2.03(a) to cure, substitute for or repurchase a
Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the
sole remedies available to the Certificateholders and to the Trustee on their
behalf respecting a breach of the representations and warranties contained in
the Mortgage Loan Purchase Agreement.



                                      -33-
<PAGE>

                  (b) Within 90 days of the earlier of discovery by the Servicer
or receipt of notice by the Servicer of the breach of any representation,
warranty or covenant of the Servicer set forth in Section 2.05 which materially
and adversely affects the value of any Mortgage Loan compared to what such value
would have been had the representation, warranty or covenant not been breached,
the Servicer shall cure such breach in all material respects.

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

                  For any month in which the Seller substitutes one or more
Eligible Substitute Mortgage Loans for one or more Defective Mortgage Loans, the
Servicer will determine the amount (the "Substitution Adjustment Amount"), if
any, by which the aggregate Purchase Price of all such Defective Mortgage Loans
exceeds the aggregate, as to each such Eligible Substitute Mortgage Loan, of the
principal balance thereof as of the date of substitution, together with one
month's interest on such principal balance at the applicable Net Mortgage
Interest Rate. On the date of such substitution, the Seller will deliver or
cause to be delivered to the Servicer for deposit in the Collection Account an
amount equal to the Substitution Adjustment Amount, if any, and the Trustee,
upon receipt of the related Eligible Substitute Mortgage Loan or Loans and
certification by the Servicer of such deposit, shall release to the Seller the
related Mortgage File or Files and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the Seller shall
deliver to it and as shall be necessary to vest therein any Defective Mortgage
Loan released pursuant hereto.

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



                                      -34-
<PAGE>

                  (d) Upon discovery by the Seller, the Servicer or the Trustee
that any Mortgage Loan does not constitute a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall
within two Business Days give written notice thereof to the other parties. In
connection therewith, the Seller shall repurchase or, subject to the limitations
set forth in Section 2.03(c), substitute one or more Eligible 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.
In addition, upon discovery that a Mortgage Loan is defective in a manner that
would cause it to be a "defective obligation" within the meaning of Treasury
regulations relating to REMICs, the Seller shall cure the defect or make the
required purchase or substitution no later than 90 days after the discovery of
the defect. Any such repurchase or substitution shall be made in the same manner
as set forth in Section 2.03(a), if made by the Seller. The Trustee shall
reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the
same manner, and on the same terms and conditions, as it would a Mortgage Loan
repurchased for breach of a representation or warranty.

                  Section 2.04      Representations, Warranties and Covenants of
                                    the Securities Administrator.

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

                  (i) The Securities Administrator is duly organized, validly
         existing, and in good standing under the laws of the jurisdiction of
         its formation and has all licenses necessary to carry on its business
         as now being conducted, except for such licenses, certificates and
         permits the absence of which, individually or in the aggregate, would
         not have a material adverse effect on the ability of the Securities
         Administrator to conduct its business as it is presently conducted; the
         Securities Administrator has the power and authority to execute and
         deliver this Agreement and to perform in accordance herewith; the
         execution, delivery and performance of this Agreement (including all
         instruments of transfer to be delivered pursuant to this Agreement) by
         the Securities Administrator 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 Securities Administrator, subject to applicable bankruptcy,
         insolvency, reorganization, moratorium or other similar laws affecting
         the enforcement of creditors' rights generally; and all requisite
         corporate action has been taken by the Securities Administrator to make
         this Agreement valid and binding upon the Securities Administrator in
         accordance with its terms;

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

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

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

                  (v) There is no action, suit, proceeding or investigation
         pending or, to its knowledge, threatened against the Securities
         Administrator that, either individually or in the aggregate, may result
         in any material adverse change in the business, operations, financial
         condition, properties or assets of the Securities Administrator, or in
         any material impairment of the right or ability of the Securities
         Administrator to carry on its business substantially as now conducted,
         or in any material liability on the part of the Securities
         Administrator, or that would draw into question the validity or
         enforceability of this Agreement or of any action taken or to be taken
         in connection with the obligations of the Securities Administrator
         contemplated herein, or that would be likely to impair materially the
         ability of the Securities Administrator to perform under the terms of
         this Agreement;



                                      -35-
<PAGE>

                  (vi) No consent, approval or order of any court or
         governmental agency or body is required for the execution, delivery and
         performance by the Securities Administrator of or compliance by the
         Securities Administrator with this Agreement or the consummation of the
         transactions contemplated by this Agreement, except for such consents,
         approvals, authorizations and orders, if any, that have been obtained;
         and

                  (vii) Neither the statements of the Securities Administrator
         in this Agreement nor any information, certificate of an officer,
         statement furnished in writing or report delivered to the Trustee by
         the Securities Administrator in connection with the transactions
         contemplated hereby contains or will contain any untrue statement of a
         material fact or omits or will omit to state a material fact necessary
         in order to make the statements contained therein, in light of the
         circumstances under which they were made, not misleading.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.04 shall survive delivery
of the Mortgage Files to the Trustee and shall inure to the benefit of the
Trustee, the Depositor, the Servicer and the Certificateholders. Upon discovery
by any of the Depositor, the Servicer, the Securities Administrator or the
Trustee of a breach of any of the foregoing representations, warranties and
covenants, the party discovering such breach shall give prompt written notice
(but in no event later than two Business Days following such discovery) to the
other parties hereto.

                  Section 2.05      Representations, Warranties and Covenants of
                                    the Servicer.

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

                  (i) The Servicer is duly organized, validly existing, and in
         good standing under the laws of the jurisdiction of its formation and
         has all licenses necessary to carry on its business as now being
         conducted, except for such licenses, certificates and permits the
         absence of which, individually or in the aggregate, would not have a
         material adverse effect on the ability of the Servicer to conduct its
         business as it is presently conducted, and is licensed, qualified and
         in good standing in the states where each 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 Servicer or to ensure
         the enforceability or validity of each Mortgage Loan; the Servicer has
         the power and authority to execute and deliver this Agreement and to
         perform in accordance herewith; the execution, delivery and performance
         of this Agreement (including all instruments of transfer to be
         delivered pursuant to this Agreement) by the Servicer and the
         consummation of the transactions contemplated hereby have been duly and
         validly authorized; this Agreement evidences the valid, binding and
         enforceable obligation of the Servicer, subject to applicable
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws affecting the enforcement of creditors' rights generally; and all
         requisite corporate action has been taken by the Servicer to make this
         Agreement valid and binding upon the Servicer in accordance with its
         terms;

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

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



                                      -36-
<PAGE>

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

                  (v) There is no action, suit, proceeding or investigation
         pending or, to its knowledge, threatened against the Servicer that,
         either individually or in the aggregate, may result in any material
         adverse change in the business, operations, financial condition,
         properties or assets of the Servicer, or in any material impairment of
         the right or ability of the Servicer to carry on its business
         substantially as now conducted, or in any material liability on the
         part of the Servicer, or that would draw into question the validity or
         enforceability of this Agreement or of any action taken or to be taken
         in connection with the obligations of the Servicer contemplated herein,
         or that would be likely to impair materially the ability of the
         Servicer to perform under the terms of this Agreement;

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

                  (vii) Neither this Agreement nor any information, certificate
         of an officer, statement furnished in writing or report delivered to
         the Trustee by the Servicer in connection with the transactions
         contemplated hereby contains or will contain any untrue statement of a
         material fact or omits or will omit to state a material fact necessary
         in order to make the statements contained therein, in light of the
         circumstances under which they were made, not misleading.

                  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, the Securities Administrator and the Certificateholders.
Upon discovery by any of the Depositor, the Servicer, the Securities
Administrator or the Trustee of a breach of any of the foregoing
representations, warranties and covenants which materially and adversely affects
the value of any Mortgage Loan, Prepayment Charge or the interests therein of
the Certificateholders, the party discovering such breach shall give prompt
written notice (but in no event later than two Business Days following such
discovery) to the other parties hereto.

                  Section 2.06      Representations and Warranties of the
                                    Depositor.

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

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

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

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

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



                                      -37-
<PAGE>

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

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

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

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

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

                  Section 2.07      Issuance of Certificates and the
                                    Uncertificated Regular Interests.

                  The Trustee acknowledges the assignment to it of the Mortgage
Loans and the receipt by it (or the Custodian, as bailee and Custodian of the
Trustee) of the Mortgage Files, subject to the provisions of Sections 2.01 and
2.02, together with the assignment to it of all other assets included in the
Trust Fund. Concurrently with such assignment and delivery and in exchange
therefor, the Trustee, pursuant to the Written Order to Authenticate executed by
an officer of the Depositor, has executed, authenticated and delivered to or
upon the order of the Depositor, the Certificates (other than the Class P, Class
CE and Class R Certificates) in minimum dollar denominations or $25,000 and
integral dollar multiples of $1 in excess. The Class P, Class CE and Class R
Certificates are issuable only in minimum Percentage Interests of 25%. The
Trustee acknowledges the issuance of the uncertificated REMIC 1 Regular
Interests, the uncertificated REMIC 2 Regular Interests, the uncertificated
REMIC 3 Regular Interests and the uncertificated REMIC 4 Regular Interests, and
declares that it hold such regular interests as assets of REMIC 2, REMIC 3,
REMIC 4, and REMIC 5, respectively. The Trustee acknowledges the issuance of the
uncertificated REMIC 5 Components, and declares that it holds the same on behalf
of the Holders of the Class CE Certificates. The interests evidenced by the
Certificates constitute the entire beneficial ownership interest in the Trust
Fund.


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                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

                  Section 3.01      Servicer to Act as Servicer.

                  The Servicer, as independent contract servicer, shall service
and administer the Mortgage Loans in accordance with this Agreement and the
normal and usual standards of practice of sub-prime mortgage servicers servicing
similar mortgage loans in the same jurisdiction as the Mortgaged Property, and
shall have full power and authority, acting alone, to do or cause to be done any
and all things in connection with such servicing and administration which the
Servicer may deem necessary or desirable and consistent with the terms of this
Agreement (the "Servicing Standards").

                  Consistent with the terms of this Agreement, the Servicer 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 Servicer's reasonable determination such
waiver, modification, postponement or indulgence is not materially adverse to
the Certificateholders; provided, however, that the Servicer shall not make
future advances and (unless the Mortgagor is in default with respect to the
Mortgage Loan or such default is, in the judgment of the Servicer, imminent) the
Servicer shall not permit any modification with respect to any Mortgage Loan
that would (i) change the Mortgage Interest Rate, defer or forgive the payment
thereof of any principal or interest payments, reduce the outstanding principal
amount (except for actual payments of principal) or extend the final maturity
date with respect to such Mortgage Loan, (ii) affect adversely the status of any
REMIC as a REMIC or (iii) cause any REMIC to be subject to a tax on "prohibited
transactions" or "contributions" pursuant to the REMIC Provisions.
Notwithstanding the foregoing, the Servicer shall not permit any modification
with respect to any Mortgage Loan that would both (x) effect an exchange or
reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury
Regulations and (y) cause any REMIC constituting part of 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 Day under the REMIC
Provisions. Without limiting the generality of the foregoing, the Servicer shall
continue, and is hereby authorized and empowered to execute and deliver on
behalf of itself, and the Trustee, 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. The Servicer shall make all required Servicing Advances
and shall service and administer the Mortgage Loans in accordance with
Applicable Regulations, and shall provide to the Mortgagor any reports required
to be provided to them thereby. By the execution of this Agreement, the Trustee
hereby grants to the Servicer, a power of attorney to enable the Servicer to
carry out its servicing and administrative duties hereunder.

                  In servicing and administering the Mortgage Loans, the
Servicer shall employ procedures including collection procedures and exercise
the same care that it customarily employs and exercises in servicing and
administering mortgage loans for its own account giving due consideration to
accepted mortgage servicing practices of prudent lending institutions and the
Certificateholders' reliance on the Servicer.

                  The Servicer shall give prompt notice to the Trustee of any
action, of which the Servicer has actual knowledge, to (i) assert a claim
against the Trust Fund or (ii) assert jurisdiction over the Trust Fund.

                  Notwithstanding anything in this Agreement to the contrary, in
the event of a voluntary Principal Prepayment in full of a Mortgage Loan, the
Servicer may not waive any Prepayment Charge or portion thereof required by the
terms of the related Mortgage Note unless (i) such waiver is standard and
customary in servicing similar mortgage loans, (ii) such waiver relates to a
default or a reasonably forseeable default and would, in the reasonable judgment
of the Servicer, maximize recovery of total proceeds taking into account the
value of such Prepayment Charge and the related Mortgage Loan and (iii) such
waiver is required under state or federal law. If the Servicer has waived or
does not collect all or a portion of the amount of a Prepayment Charge
determined in accordance with the Wells Fargo Prepayment Charge Matrix relating
to a voluntary Principal Prepayment in full due to any action or omission of the
Servicer, other than as provided above, the Servicer shall, within 30 days of
the date on which the Principal Prepayment in full is remitted to the Trustee,
deliver to the Trustee the amount of such Prepayment Charge (or such portion
thereof as had been waived) calculated in accordance with the Wells Fargo
Prepayment Charge Matrix. This obligation shall be satisfied if the Servicer
remits the Servicer Prepayment Charge Payment Amount to the Trustee on the
Servicer Remittance Date relating to the Prepayment Period in which such 30th
day occurs, for deposit into the Distribution Account for distribution in
accordance with the terms of this Agreement.



                                      -39-
<PAGE>

                  Section 3.02      Collection of Mortgage Loan Payments.

                  Continuously from the date hereof until the principal and
interest on all Mortgage Loans are paid in full, the Servicer will diligently
collect all payments due under each Mortgage Loan when the same shall become due
and payable and shall, to the extent such procedures shall be consistent with
the Servicing Standards set forth in this Agreement and Applicable Regulations,
follow such collection procedures as it follows with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Further, where
applicable, the Servicer will take special care in ascertaining and estimating
annual Escrow Payments that, as provided in the Escrow Agreement, will become
due and payable to that end that the installments payable by the Mortgagors will
be sufficient to pay such charges as and when they become due and payable.

                  Section 3.03      Realization Upon Defaulted Mortgage Loans.

                  In the event that any payment due under any Mortgage Loan 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 Servicer shall
take such action as it shall deem to be in the best interest of the
Certificateholders.

                  In connection with a foreclosure or other conversion, the
Servicer shall exercise such rights and powers vested in it hereunder and use
the same degree of care and skill in its exercise as it would exercise or use
under the circumstances in the conduct of its own affairs and consistent with
Applicable Regulations and the Servicing Standards, including, without
limitation, advancing funds for the payment of taxes and insurance premiums with
respect to first lien Mortgage Loans.

                  Notwithstanding the foregoing provisions of this Section 3.03,
with respect to any Mortgage Loan as to which the Servicer has received actual
notice of, or has actual knowledge of, the presence of any toxic or hazardous
substance on the related Mortgaged Property, the Servicer shall not either (i)
obtain title to such Mortgaged Property as a result of or in lieu of foreclosure
or otherwise, or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property if, as a result of any such action, the
Trust would be considered to hold title to, to be a mortgagee-in-possession of,
or to be an owner or operator of such Mortgaged Property within the meaning of
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended from time to time, or any comparable law, unless the Servicer
has also previously determined, based on its reasonable judgment and a report
prepared by a Person who regularly conducts environmental audits using customary
industry standards, stating that:

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

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


                                      -40-
<PAGE>

                  The cost of the environmental audit report contemplated by
this Section 3.03 shall be advanced by the Servicer, subject to the Servicer's
right to be reimbursed therefor from the Collection Account as provided in
Section 3.05(ii).

                  If the Servicer determines, as described above, that it is in
the best economic interest of the Certificateholders to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials affecting any such Mortgaged Property, then
the Servicer shall take such action as it deems to be in the best economic
interest of the Certificateholders. The cost of any such compliance,
containment, cleanup or remediation shall be advanced by the Servicer, subject
to the Servicer's right to be reimbursed therefor from the Collection Account as
provided in Section 3.05(ii).

                  Section 3.04      Collection Account and Distribution Account.

                  (a) The Servicer shall segregate and hold all funds collected
and received pursuant to each Mortgage Loan separate and apart from any of its
own funds and general assets and shall establish and maintain one or more
Collection Accounts. Each Collection Account shall be an Eligible Account.

                  The Servicer shall deposit in the Collection Account on a
daily basis within three Business Days of receipt, and retain therein, the
following payments and collections received or made by it after the Cut-off Date
with respect to the Mortgage Loans:

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

                           (ii) all payments on account of interest on the
         Mortgage Loans adjusted to the Mortgage Interest Rate less the
         Servicing Fee Rate;

                           (iii) all proceeds from a Cash Liquidation;

                           (iv) all Insurance Proceeds including amounts
         required to be deposited pursuant to Section 3.10, 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 the Servicer's normal servicing procedures, the loan
         documents or applicable law;

                           (v) all Condemnation Proceeds affecting any Mortgaged
         Property which are not released to the Mortgagor in accordance with the
         Servicer's normal servicing procedures, the loan documents or
         applicable law;

                           (vi) any amounts required to be deposited by the
         Servicer in connection with any REO Property pursuant to Section 3.13;
         and

                           (vii) all Prepayment Charges collected by the
         Servicer in connection with the voluntary Principal Prepayment in full
         of any of the Mortgage Loans.

                  Any interest paid on funds deposited in the Collection
Account, subject to Section 3.25, shall accrue to the benefit of the Servicer
and the Servicer shall be entitled to retain and withdraw such interest from the
Collection Account pursuant to Section 3.05(v). The foregoing requirements for
deposit from the Collection Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the foregoing, payments in the
nature of late payment charges, prepayment penalties that are not Prepayment
Charges, and assumption fees need not be deposited by the Servicer in the
Collection Account.



                                      -41-
<PAGE>

                  (b) On behalf of the Trust Fund, the Trustee shall establish
and maintain one or more accounts (such account or accounts, the "Distribution
Account"), held in trust for the benefit of the Certificateholders. On behalf of
the Trust Fund, the Servicer shall deliver to the Trustee in immediately
available funds for deposit in the Distribution Account by the close of business
New York time on the Servicer Remittance Date, (i) that portion of the Available
Funds (calculated without regard to the references in the definition thereof to
amounts that may be deposited to the Distribution Account from a different
source as provided herein) then on deposit in the Collection Account, (ii) the
amount of all Prepayment Charges collected by the Servicer in connection with
the voluntary Principal Prepayment in full of any of the Mortgage Loans then on
deposit in the Collection Account (other than any such Prepayment Charges
received after the related Prepayment Period) and (iii) any Servicer Prepayment
Charge Payment Amount that became due during the related Prepayment Period.
These amounts may be sent via a single combined wire transfer. Except as
otherwise provided in Section 3.04(f), amounts in the Distribution Account shall
be deemed to be held on behalf of the related REMICs in accordance with the
REMIC distributions set forth in Section 4.09.

                  (c) Funds in the Collection Account and the Distribution
Account may be invested in Permitted Investments in accordance with the
provisions set forth in Section 3.25. The Servicer shall give notice to the
Trustee and the Securities Administrator of the location of the Collection
Account maintained by it when established and prior to any change thereof. The
Trustee shall give notice to the Servicer, the Securities Administrator and the
Depositor of the location of the Distribution Account when established and prior
to any change thereof.

                  (d) In the event the Servicer shall deliver to the Trustee for
deposit in the Distribution Account any amount not required to be deposited
therein, it may at any time request that the Trustee withdraw such amount from
the Distribution Account and remit to the Servicer any such amount, any
provision herein to the contrary notwithstanding. In addition, the Servicer
shall deliver to the Trustee from time to time for deposit, and the Trustee
shall so deposit, in the Distribution Account in respect of REMIC 1:

                           (i) any Advances, as required pursuant to Section
         4.07;

                           (ii) any Stayed Funds, as soon as permitted by the
         federal bankruptcy court having jurisdiction in such matters;

                           (iii) any Prepayment Charges or amounts in connection
         with the waiver of such Prepayment Charges, in each case required to be
         deposited pursuant to Section 3.01;

                           (iv) any amounts required to be deposited in the
         Distribution Account pursuant to Sections 2.03, 3.04, 3.16, 3.23 or
         4.07; and

                           (v) any amounts required to be deposited by the
         Servicer pursuant to Section 3.11 in connection with the deductible
         clause in any blanket hazard insurance policy, such deposit being made
         from the Servicer's own funds, without reimbursement therefor.

                  (e) Promptly upon receipt of any Stayed Funds, whether from
the Servicer, a trustee in bankruptcy, or federal bankruptcy court or other
source, the Trustee shall, unless such funds have been received from the
Servicer, notify the Servicer of such receipt and deposit such funds in the
Distribution Account, subject to withdrawal thereof as permitted hereunder. In
addition, the Securities Administrator shall deposit in the Distribution Account
any amounts required to be deposited pursuant to Section 3.25(b) in connection
with losses realized on Permitted Investments with respect to funds held in the
Distribution Account.

                  (f) Any Prepayment Charges and Servicer Prepayment Charge
Payment Amounts deposited pursuant to Section 3.04(a)(vii) shall not be assets
of any REMIC created hereunder, but shall be considered assets of the Grantor
Trust held by the Trustee for the benefit of the Class P Certificateholders. In
addition, any Net WAC Rate Carryover Amounts that are paid with respect to the
Class A, Class M, or Class B Certificates will be treated as first having been
distributed with respect to the Class CE Certificates and then having been paid
outside of the REMICs to the Class A, Class M, or Class B Certificateholders.



                                      -42-
<PAGE>

                  Section 3.05      Permitted Withdrawals From the Collection
                                    Account.

                  The Servicer may, from time to time, withdraw from the
Collection Account for the following purposes:

                  (i) to remit to the Trustee for deposit in the Distribution
         Account the amounts required to be so remitted pursuant to Section
         3.04(b) or permitted to be so remitted pursuant to the first sentence
         of Section 3.04(d);

                  (ii) to reimburse itself for Advances and Servicing Advances;
         the Servicer's right to reimburse itself pursuant to this subclause
         (ii) being limited to amounts received on the related Mortgage Loan
         which represent payments of (a) principal and/or interest respecting
         which any such Advance was made or (b) Condemnation Proceeds, Insurance
         Proceeds or Liquidation Proceeds respecting which any such Servicing
         Advance was made;

                  (iii) to reimburse itself for unreimbursed Servicing Advances,
         any unpaid Servicing Fees and for unreimbursed Advances to the extent
         that such amounts are deemed to be Nonrecoverable Advances, and to
         reimburse itself for such amounts to the extent that such amounts are
         nonrecoverable from the disposition of REO Property pursuant to Section
         3.03 or Section 3.13 hereof;

                  (iv) to reimburse itself for any amounts paid pursuant to
         Section 3.03 (and not otherwise previously reimbursed);

                  (v) to pay to itself as servicing compensation (a) any
         interest earned on funds in the Collection Account (all such interest
         to be withdrawn monthly not later than each Servicer Remittance Date)
         and (b) the Servicing Fee from that portion of any payment or recovery
         as to interest to a particular Mortgage Loan to the extent not retained
         pursuant to Section 3.04(ii);

                  (vi) to reimburse itself for any amounts paid pursuant to
         Section 6.03 (and not otherwise previously reimbursed); and

                  (vii) to clear and terminate the Collection Account upon the
         termination of this Agreement.

                  The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.

                  Section 3.06      Establishment of Escrow Accounts; Deposits
                                    in Escrow Accounts.

                  The Servicer shall segregate and hold all funds collected and
received pursuant to each Mortgage Loan which constitute 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. A copy of such letter agreement shall be furnished to the
Trustee upon request. The Escrow Account shall be an Eligible Account.

                  The Servicer shall deposit in the Escrow Account or Accounts
on a daily basis within three Business Days of receipt, and retain therein, (i)
all Escrow Payments collected on account of the Mortgage Loans, for the purpose
of effecting timely payment of any such items as required under the terms of
this Agreement, and (ii) all Insurance Proceeds which are to be applied to the
restoration or repair of any Mortgaged Property. The Servicer shall make
withdrawals therefrom only to effect such payments as are required under this
Agreement, and for such other purposes as shall be set forth in, or in
accordance with, Section 3.07. The Servicer 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 and, to the extent required by the related Mortgage Loan or
Applicable Regulations, the Servicer shall pay interest on escrowed funds to the
Mortgagor notwithstanding that the Escrow Account is non-interest bearing or
that interest paid thereon is insufficient for such purposes.


                                      -43-
<PAGE>

                  Section 3.07      Permitted Withdrawals From Escrow Account.

                  Withdrawals from the Escrow Account may be made by the
Servicer (i) to effect timely payments of Escrow Payments, (ii) to reimburse the
Servicer for any Servicing Advance made by the Servicer with respect to a
related Mortgage Loan but only from amounts received on the related Mortgage
Loan which represent late payments or Late Collections of Escrow Payments
thereunder, (iii) to refund to the Mortgagor any funds as may be determined to
be overages, (iv) for transfer to the Collection Account in accordance with the
terms of this Agreement, (v) for application to restoration or repair of the
Mortgaged Property, (vi) to pay to the Servicer, or to the Mortgagor to the
extent required by the related Mortgage Loan or Applicable Regulations, 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, or (viii) to
transfer to the Collection Account any insurance proceeds. As part of its
servicing duties, the Servicer shall pay to the Mortgagor interest on funds in
the Escrow Account, to the extent required by the related Mortgage Loan or
Applicable Regulations, and to the extent that interest earned on funds in the
Escrow Account is insufficient, shall pay such interest from its own funds,
without any reimbursement therefor.

                  In the event the Servicer shall deposit in the Escrow Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Escrow Account, any provision herein to the contrary
notwithstanding.

                  Section 3.08      Payment of Taxes, Insurance and Other
                                    Charges; Collections Thereunder.

                  With respect to each Mortgage Loan subject to an Escrow
Agreement, the Servicer shall maintain accurate records reflecting the status of
taxes, which are or may become a lien upon the Mortgaged Property and the status
of fire, flood (if applicable) 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 and at a time appropriate for securing maximum discounts
allowable, employing for such purpose deposits of the Mortgagor in the Escrow
Account which shall have been estimated and accumulated by the Servicer in
amounts sufficient for such purposes, as allowed under the terms of the Escrow
Agreement or Applicable Regulations. To the extent that a Mortgage Loan is not
subject to an Escrow Agreement, the Servicer shall determine that any such
payments are made by the Mortgagor. The Servicer assumes full responsibility for
the payment of all such bills and shall effect payments of all such bills
irrespective of the Mortgagor's faithful performance in the payment of same or
the making of the Escrow Payments and shall make Servicing Advances from its own
funds to effect such payments. Notwithstanding anything to the contrary herein,
the Servicer shall be responsible for the payment of all primary mortgage
insurance premiums out of the Servicer's own funds, without any right to
reimbursement therefor. The Servicer shall maintain coverage under a primary
mortgage insurance policy for all Mortgage Loans with Loan-to-Value Ratios at
origination of 80% or greater, until the Loan-to-Value Ratio on any such
Mortgage Loan is reduced to 78% or lower as a result of principal payments on
such Mortgage Loan or based upon an appraisal of the related Mortgaged Property
after the Closing Date.

                  Section 3.09      Transfer of Accounts.

                  The Servicer may transfer the Collection Account or the Escrow
Account to a different depository institution from time to time. Upon such
transfer, the Servicer shall deliver to the Trustee, the Securities
Administrator and the Depositor, a certification or letter agreement, as the
case may be, as required pursuant to Sections 3.04 and 3.06.



                                      -44-
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                  Section 3.10      Maintenance of Hazard Insurance.

                  The Servicer shall cause to be maintained for each Mortgage
Loan fire and hazard insurance with extended coverage as is customary in the
area where the Mortgaged Property is located in an amount which is at least
equal to the lesser of (i) the amount necessary to fully compensate for any
damage or loss to the improvements which are a part of such property on a
replacement cost basis or (ii) the Principal Balance of the Mortgage Loan, in
each case in an amount not less than such amount as is necessary to prevent the
Mortgagor and/or the Mortgagee from becoming a co-insurer. If the Mortgaged
Property is in an area identified in the Federal Register by the Flood Emergency
Management Agency as having special flood hazards and flood insurance has been
made available, the Servicer will cause to be maintained a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration with a generally acceptable insurance carrier, in an
amount representing coverage not less than the least of (i) the Principal
Balance of the Mortgage Loan, (ii) the maximum insurable value of the
improvements securing such Mortgage Loan or (iii) the maximum amount of
insurance which is available under the Flood Disaster Protection Act of 1973, as
amended. The Servicer shall also maintain on the REO Property for the benefit of
the Certificateholders, (x) fire and hazard insurance with extended coverage in
an amount which is at least equal to the replacement cost of the improvements
which are a part of such property, (y) public liability insurance and, (z) to
the extent required and available under the Flood Disaster Protection Act of
1973, as amended, flood insurance in an amount as provided above. Any amounts
collected by the Servicer under any such policies other than amounts to be
deposited in the Escrow Account and applied to the restoration or repair of the
Mortgaged Property or REO Property, or released to the Mortgagor in accordance
with the Servicer's normal servicing procedures, shall be deposited in the
Collection Account, subject to withdrawal pursuant to Section 3.05. It is
understood and agreed that no earthquake or other additional insurance is
required to be maintained by the Servicer or the Mortgagor or maintained on
property acquired in respect of the Mortgage Loan, other than pursuant to such
Applicable Regulations as shall at any time be in force and as shall require
such additional insurance. All such policies shall be endorsed with standard
mortgagee clauses with loss payable to the Servicer and shall provide for at
least thirty days prior written notice of any cancellation, reduction in the
amount of or material change in coverage to the Servicer. The Servicer shall not
interfere with the Mortgagor's freedom of choice in selecting either his
insurance carrier or agent, provided, however, that the Servicer shall not
accept any such insurance policies from insurance companies unless such
companies currently reflect a general policy rating of B:VI or better in Best's
Key Rating Guide and are licensed to do business in the state wherein the
property subject to the policy is located.

                  Section 3.11      Maintenance of Mortgage Impairment Insurance
                                    Policy.

                  In the event that the Servicer shall obtain and maintain a
blanket policy issued by an insurer that has a general policy rating of B:VI or
better in Best's Key Rating Guide insuring against hazard losses 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 3.10 and otherwise complies
with all other requirements of Section 3.10, it shall conclusively be deemed to
have satisfied its obligations as set forth in Section 3.10, it being understood
and agreed that such policy may contain a deductible clause, in which case the
Servicer shall, in the event that there shall not have been maintained on the
related Mortgaged Property or REO Property a policy complying with Section 3.10,
and there shall have been a loss which would have been covered by such policy,
deliver to the Trustee for deposit in the Distribution Account the amount not
otherwise payable under the blanket policy because of such deductible clause,
which amount shall not be reimbursable to the Servicer from the Trust Fund. In
connection with its activities as servicer of the Mortgage Loans, the Servicer
agrees to prepare and present, on behalf of the Trustee, claims under any such
blanket policy in a timely fashion in accordance with the terms of such policy.
Upon request of the Trustee, the Servicer shall cause to be delivered to the
Trustee 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 thirty days prior written notice to the Trustee.

                  Section 3.12      Fidelity Bond, Errors and Omissions
                                    Insurance.

                  The Servicer shall maintain, at its own expense, a blanket
fidelity bond (the "Fidelity Bond") and an errors and omissions insurance
policy, with broad coverage with financially responsible companies on all
officers, employees or other persons acting in any capacity with regard to the
Mortgage Loans to handle funds, money, documents and papers relating to the
Mortgage Loans. The Fidelity Bond and errors and omissions insurance shall be in
the form of the Mortgage Banker's Blanket Bond and shall protect and insure the
Servicer against losses, including forgery, theft, embezzlement, fraud, errors
and omissions and negligent acts of such persons. Such Fidelity Bond shall also
protect and insure the Servicer against losses in connection with the failure to
maintain any insurance policies required pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained payment in
full of the indebtedness secured thereby. No provision of this Section 3.12
requiring the Fidelity Bond and errors and omissions insurance shall diminish or
relieve the Servicer from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such bond and insurance policy shall
be at least equal to the corresponding amounts required by FNMA in the FNMA
Selling and Servicing Guide or by FHLMC in the FHLMC Servicer's Guide. Upon
request of the Trustee, the Servicer shall cause to be delivered to the Trustee
a certified true copy of the Fidelity Bond and errors and omissions insurance
policy and a statement from the surety and the insurer that such Fidelity Bond
and errors and omissions insurance policy shall in no event be terminated or
materially modified without thirty days' prior written notice to the Trustee.



                                      -45-
<PAGE>

                  Section 3.13      Title, Management and Disposition of REO
                                    Property.

                  (a) In the event that title to a 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 Trustee, on behalf of the
Certificateholders, or in the event the Trustee 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 Servicer from an attorney duly licensed to practice law in the
state where the REO Property is located. Any Person or Persons holding such
title other than the Trustee shall acknowledge in writing that such title is
being held as nominee for the benefit of the Trustee. Pursuant to the power of
attorney granted in Section 3.01, the Servicer is hereby authorized to acquire,
transfer and dispose of any REO Property taken in the name of the Trustee
pursuant to this Section 3.23 without further documentation of its authority as
attorney in fact for the Trustee on behalf of the Trust.

                  (b) In the event that the Trust Fund acquires any REO Property
as aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Servicer shall dispose of such REO Property before the end of
the third calendar year beginning after the year of its acquisition by the Trust
Fund for purposes of Section 860G(a)(8) of the Code or, at the expense of the
Trust Fund, request from the Internal Revenue Service, more than 60 days before
the day on which the above-mentioned grace period would otherwise expire, an
extension of the above-mentioned grace period, unless the Servicer obtains an
Opinion of Counsel, addressed to the Servicer and the Trustee, to the effect
that the holding by the Trust Fund of such REO Property subsequent to such
period will not: (i) result in the imposition of any tax on "prohibited
transactions" as defined in Section 860F of the Code; or (ii) cause any REMIC
constituting any part of the Trust Fund to fail to qualify as a REMIC at any
time that any Certificates are outstanding, in which case the Trust Fund may
continue to hold such REO Property (subject to any conditions contained in such
Opinion of Counsel). The Servicer shall be entitled to be reimbursed from the
Collection Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.05.

                  Subject to compliance with applicable laws and regulations as
shall at any time be in force, and notwithstanding any other provisions of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would: (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code; or (ii) subject any REMIC constituting part of
the Trust Fund to the imposition of any federal income taxes on the income
earned from such REO Property, including any taxes imposed by reason of Sections
860F or 860G(c) of the Code, unless the Servicer has agreed to indemnify and
hold harmless the Trust Fund with respect to the imposition of any such taxes.

                  The Servicer shall manage, conserve, protect and operate each
REO Property for the Certificateholders and the Trust Fund solely for the
purpose of its prompt disposition and sale in a manner which does not cause such
REO Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of
any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which
is subject to taxation under the REMIC Provisions. The Servicer shall cause each
REO Property to be inspected promptly upon the acquisition of title thereto and
possession thereof and shall cause each REO Property to be inspected at least
annually thereafter. The Servicer shall make or cause to be made a written
report of each such inspection. Such reports shall be retained in the Mortgage
File and copies thereof shall be forwarded by the Servicer to the Trustee upon
request. The Servicer shall attempt to sell the same (and may temporarily rent
the same) on such terms and conditions as the Servicer deems to be in the best
interest of the Certificateholders and the Trust Fund.

                  With respect to each REO Property, the Servicer shall
segregate and hold all funds collected and received in connection with the
operation of the REO Property separate and apart from its own funds or general
assets and shall deposit or cause to be deposited, on a daily basis, within
three Business Days of receipt, into the Collection Account, all revenues
received with respect to the related REO Property and shall withdraw therefrom
funds necessary for the proper operation, management and maintenance of the REO
Property, including the cost of maintaining any hazard insurance pursuant to
Section 3.10 hereof and the fees of any managing agent acting on behalf of the
Servicer.


                                      -46-
<PAGE>

                  The Servicer shall furnish to the Securities Administrator and
the Trustee, on each Servicer Remittance Date, an operating statement for each
REO Property covering the operation of each REO Property for the previous month,
if applicable. Such operation statement shall be accompanied by such other
information as the Trustee shall reasonably request.

                  The Servicer shall use its best efforts to dispose of the REO
Property as promptly as is practically consistent with protecting the
Certificateholders' interests.

                  Each REO Disposition shall be carried out by the Servicer at
such price and upon such terms and conditions as the Servicer deems to be in the
best interest of the Certificateholders. If as of the date title to any REO
Property was acquired by the Servicer there were outstanding unreimbursed
Servicing Advances with respect to the REO Property, the Servicer, upon an REO
Disposition of such REO Property, shall be entitled to reimbursement for any
related unreimbursed Servicing Advances from proceeds received in connection
with such REO Disposition. The Servicer shall be entitled to an REO Disposition
Fee upon each REO Disposition, and may withhold and retain the REO Disposition
Fee from Liquidation Proceeds. The proceeds from the REO Disposition, net of any
payments to the Servicer as provided above, shall be deposited in the Collection
Account and shall be distributed to the Trust in the month following receipt
thereof in accordance with Section 4.01.

                  Any REO Disposition shall be for cash only (unless changes in
the REMIC Provisions made subsequent to the Startup Day allow a sale for other
consideration and an Opinion of Counsel is obtained by the Servicer to the
effect that such sale shall not cause any REMIC constituting part of the Trust
Fund to fail to qualify as a REMIC).

                  Section 3.14      Due-on-Sale Clauses; Assumption and
                                    Substitution Agreements.

                  When a Mortgaged Property has been or is about to be conveyed
by the Mortgagor, the Servicer shall, to the extent it has knowledge of such
conveyance or prospective conveyance, exercise its rights to accelerate the
maturity of the related Mortgage Loan under any "due-on-sale" clause contained
in the related Mortgage or Mortgage Note; provided, however, that the Servicer
shall not exercise any such right if the "due-on-sale" clause, in the reasonable
belief of the Servicer, is not enforceable under applicable law. An Opinion of
Counsel at the expense of the Servicer (which expense shall constitute a
Servicing Advance) delivered to the Trustee and the Depositor to the foregoing
effect shall conclusively establish the reasonableness of such belief. In such
event, the Servicer shall make reasonable efforts to enter into an assumption
and modification agreement with the Person to whom such property has been or is
about to be conveyed, pursuant to which such Person becomes liable under the
Mortgage Note and, unless prohibited by applicable law or the Mortgage, the
Mortgagor remains liable thereon. If the foregoing is not permitted under
applicable law, the Servicer is authorized to enter into a substitution of
liability agreement with such Person, pursuant to which the original Mortgagor
is released from liability and such Person is substituted as Mortgagor and
becomes liable under the Note. The Mortgage Loan, as assumed, shall conform in
all respects to the requirements, representations and warranties of this
Agreement. The Servicer shall notify the Trustee that any such assumption or
substitution agreement has been completed by forwarding to the Trustee (or the
Custodian, as the case may be) the original copy of such assumption or
substitution agreement (indicating the Mortgage File to which it relates) which
copy shall be added by the Trustee (or the Custodian, as the case may be) to the
related Mortgage File and which shall, for all purposes, be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. The Servicer shall be responsible for recording any
such assumption or substitution agreements. Except as otherwise provided in
Section 3.01, in connection with any such assumption or substitution agreement,
the Monthly Payment on the related Mortgage Loan shall not be changed but shall
remain as in effect immediately prior to the assumption or substitution, the
stated maturity or outstanding principal amount of such Mortgage Loan shall not
be changed nor shall any required monthly payments of principal or interest be
deferred or forgiven. Any fee collected by the Servicer for consenting to any
such conveyance or entering into an assumption or substitution agreement shall
be retained by or paid to the Servicer as additional servicing compensation.



                                      -47-
<PAGE>

                  Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or any assumption which the Servicer may be
restricted by law from preventing, for any reason whatsoever.

                  Section 3.15      Duties of the Credit Risk Manager.

                  For and on behalf of the Depositor, the Credit Risk Manager
shall provide reports and recommendations as to loss mitigation activities
concerning Mortgage Loans that are past due, as to which there has been
commencement of foreclosure, as to which there has been forbearance in exercise
of remedies which are in default, as to which any obligor is the subject of
bankruptcy, receivership, or an arrangement of creditors, or which have become
REO Properties. Such reports and recommendations will be based upon information
provided pursuant to the Credit Risk Management Agreement. The Credit Risk
Manager shall look solely to the Servicer for all information and data
(including loss and delinquency information and data) and loan level information
and data relating to the servicing of the Mortgage Loans.

                  The Credit Risk Manager may be removed at any time by a vote
of Certificateholders holding Certificates evidencing at least 66 2/3% of the
aggregate Voting Rights of the Certificates. After any such termination, the
Credit Risk Manager shall have no further obligations hereunder, and shall no
longer be entitled to the Credit Risk Manager Fee.

                  Section 3.16      Optional Purchases of 60+ Day Delinquent
                                    Loans by Servicer.

                  The Servicer may, at its option, with the consent of the
Depositor, repurchase any 60+ Day Delinquent Loan or any Mortgage Loan or REO
Property for which the Servicer has accepted a deed in lieu of foreclosure.
Prior to repurchase pursuant to this Section 3.16, the Servicer shall be
required to continue to make monthly advances pursuant to Section 4.07. The
Servicer shall not use any procedure in selecting Mortgage Loans to be
repurchased which is materially adverse to the interests of the
Certificateholders. The Servicer shall purchase any such 60+ Day Delinquent Loan
or REO Property that it elects to repurchase at a price equal to the Principal
Balance of the Mortgage Loan (or of the related Mortgage Loan, in the case of
REO Property) plus accrued interest thereon at the related Mortgage Interest
Rate from the date to which interest has last been paid to the Trust Fund to the
last day of the month in which the date of purchase occurs, plus any
unreimbursed Servicing Advances and Advances (but only to the extent made by a
different entity as Servicer) (the "Servicer Purchase Price"). The purchase
price for the repurchased Mortgage Loan or REO Property shall be deposited in
the Collection Account, and the Trustee, upon receipt of written certification
from the Servicer of such deposit, shall release to, or at the direction of, the
Servicer, the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as the
Servicer shall furnish to it and as shall be necessary to vest in the Servicer
any Mortgage Loan or REO Property released pursuant hereto and the Trustee shall
have no further responsibility with regard to such Mortgage File.

                  No later than the end of the Collection Period for the second
Distribution Date, the Servicer shall repurchase the Mortgage Loans identified
on Exhibit O attached hereto, which are 60+ Day Delinquent Loans as of the
Closing Date. The purchase price for each of these Mortgage Loans shall equal
the applicable Servicer Purchase Price plus, in the case of any such Mortgage
Loan identified in the Mortgage Loan Schedule as being subject to a Prepayment
Charge, the amount of the Prepayment Charge applicable to such Mortgage Loan
calculated in accordance with the Wells Fargo Prepayment Charge Matrix. The
Servicer shall not permit any of the Mortgage Loans listed on Exhibit O to be
converted into REO Property prior to the date they are purchased by the Servicer
from the Trust Fund pursuant to this paragraph.

                  Section 3.17      Trustee to Cooperate; Release of Files.

                  (a) Upon the payment in full of any Mortgage Loan (including
any liquidation of such Mortgage Loan through foreclosure or otherwise, or the
receipt by the Servicer of a notification that payment in full will be escrowed
in a manner customary for such purposes), the Servicer shall deliver to the
Trustee (or the Custodian as the case may be) an executed copy of a completed
"Request for Release" in the form of Exhibit E. Upon receipt of such Request for
Release of Documents, the Trustee (or the Custodian as the case may be) shall
promptly release the related Mortgage File, in trust to (i) the Servicer, or
(ii) such other party identified in the related Request for Release. No expense
incurred in connection with such instrument of satisfaction or assignment, as
the case may be, shall be chargeable to the Collection Account or the
Distribution Account, excepting therefrom recording fees that are not recovered
from the related Mortgagor.



                                      -48-
<PAGE>

                  (b) From time to time and as appropriate in the servicing of
any Mortgage Loan, including, without limitation, foreclosure or other
comparable conversion of a Mortgage Loan or collection under any insurance
policy relating to a Mortgage Loan, the Trustee shall (except in the case of the
payment or liquidation pursuant to which the related Mortgage File is released
to an escrow agent or an employee, agent or attorney of the Trustee), upon
written request of the Servicer and delivery to the Trustee (or the Custodian,
as the case may be) of an executed copy of a "Request for Release" in the form
of Exhibit E signed by a Servicing Officer, release the related Mortgage File to
the Servicer and shall execute such documents as shall be necessary to the
prosecution of any such proceedings, including, without limitation, an
assignment without recourse of the related Mortgage to the Servicer. Such
receipt shall obligate the Servicer to return the Mortgage File to the Trustee
(or the Custodian, as the case may be) when the need therefor by the Servicer no
longer exists unless the Mortgage Loan shall be liquidated, in which case, upon
receipt of a Request for Release evidencing such liquidation, the receipt shall
be released by the Trustee (or the Custodian, as the case may be) to the
Servicer.

                  (c) Subject to Section 3.01, the Servicer shall have the right
to accept applications of Mortgagors for consent to (i) partial releases of
Mortgages, (ii) alterations, and (iii) removal, demolition or division of
properties subject to Mortgages. No application for approval shall be considered
by the Servicer unless: (w) either (A) it has received an Opinion of Counsel,
addressed to the Trustee (which opinion shall not be an expense of the Trustee
or the Trust Fund) that such sale, disposition, substitution, acquisition or
contribution will not affect adversely the status of any REMIC constituting part
of the Trust Fund as a REMIC or cause any REMIC constituting part of the Trust
Fund to be subject to a tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions or (B) other evidence satisfactory to the
Servicer; (x) the provisions of the related Mortgage Note and Mortgage have been
complied with; (y) the Loan-to-Value Ratio and debt-to-income ratio after any
release does not exceed the maximum Loan-to-Value Ratio and debt-to-income ratio
established in accordance with the underwriting standards of the Mortgage Loans;
and (z) the lien priority of the related Mortgage is not affected. Upon receipt
by the Trustee of a Servicing Officer's certificate setting forth the action
proposed to be taken in respect of a particular Mortgage Loan and certifying
that the criteria set forth in the immediately preceding sentence have been
satisfied, the Trustee shall execute and deliver to the Servicer the consent or
partial release so requested by the Servicer. A proposed form of consent or
partial release, as the case may be, shall accompany any Servicing Officer's
certificate delivered by the Servicer pursuant to this paragraph.

                  Section 3.18      Servicing Compensation.

                  As compensation for its activities hereunder, the Servicer
shall be entitled to retain the amount of the Servicing Fee with respect to each
Mortgage Loan (including REO Properties). The Servicer shall be entitled to
retain additional servicing compensation in the form of release fees, bad check
charges, assumption fees, modification or extension fees, late payment charges,
or any other service-related fees, Insurance Proceeds and Liquidation Proceeds
not required to be deposited in the Collection Account and similar items, to the
extent collected from Mortgagors.

                  Section 3.19      Annual Statement as to Compliance.

                  (a) The Servicer, at its own expense, will deliver to the
Trustee and the Securities Administrator, not later than April 30 following the
end of the fiscal year of the Servicer which as of the Startup Day ends on the
last day of December, commencing in 2002, a Servicing Officer's certificate
stating, as to each signer thereof, that (i) a review of the activities of the
Servicer during such preceding fiscal year (or such shorter period in the case
of the first such report) and of performance under this Agreement or similar
agreements has been made under such officers' supervision, and (ii) to the best
of such officer's knowledge, based on such review, the Servicer has fulfilled
all its obligations under this Agreement for such year, or, if there has been a
default in the fulfillment of all such obligations, specifying each such default
known to such officers and the nature and status thereof including the steps
being taken by the Servicer to remedy such default. The Securities Administrator
shall forward such certificate to the Depositor immediately upon receipt.


                                      -49-
<PAGE>

                  (b) Delivery of such reports, information and documents to the
Securities Administrator is for informational purposes only and the Trustee's,
Securities Administrator's and Depositor's receipt of such shall not constitute
constructive notice of any information contained therein or determinable, from
information contained therein, including the Servicer's compliance with any of
its covenants hereunder (as to which the Trustee, the Securities Administrator
and the Depositor are entitled to rely exclusively on Officers' Certificates).

                  Section 3.20      Annual Independent Certified Public
                                    Accountants' Reports.

                  (a) Not later than April 30 following the end of each fiscal
year of the Servicer commencing in 2002, the Servicer, at its expense, shall
cause a nationally recognized firm of independent certified public accountants
to furnish to the Trustee, the Securities Administrator and the Depositor a
report stating that (i) it has obtained a letter of representation regarding
certain matters from the management of the Servicer which includes an assertion
that the Servicer has complied with certain minimum residential mortgage loan
servicing standards, identified in either the Uniform Single Attestation Program
for Mortgage Bankers established by the Mortgage Bankers Association of America
or the Audit Program for Mortgages serviced by FHLMC, with respect to the
servicing of residential mortgage loans during the most recently completed
fiscal year and (ii) on the basis of an examination conducted by such firm in
accordance with standards established by the American Institute of Certified
Public Accountants, such representation is fairly stated in all material
respects, subject to such exceptions and other qualifications that may be
appropriate. The Servicer shall furnish a copy of such report to the Trustee,
the Securities Administrator, the Depositor and each Rating Agency. Copies of
such statement shall be provided by the Trustee to any Certificateholder upon
request, provided that such statement has been delivered by the Servicer to the
Trustee.

                  (b) Delivery of such reports, information and documents to the
Trustee and the Securities Administrator is for informational purposes only and
the Trustee's and Securities Administrator's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable, from information contained therein, including the Servicer's
compliance with any of its covenants hereunder (as to which the Trustee and the
Securities Administrator are entitled to rely exclusively on Officers'
Certificates).

                  Section 3.21      Access to Certain Documentation and
                                    Information Regarding the Mortgage Loans.

                  The Servicer shall provide to the Trustee, the Securities
Administrator, Certificateholders that are federally insured savings and loan
associations, the Office of Thrift Supervision, the FDIC and the supervisory
agents and examiners of each of the foregoing (which, in the case of supervisory
agents and examiners, may be required by applicable state and federal
regulations) access to the documentation regarding the Mortgage Loans, such
access being afforded without charge but only upon reasonable request and during
normal business hours at the offices of the Servicer designated by it.

                  Section 3.22      Reports Filed with Securities and Exchange
                                    Commission.

                  Within 15 days after each Distribution Date, the Securities
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 the Trustee who shall furnish a copy of
the statement to the Certificateholders for such Distribution Date as an exhibit
thereto. Prior to January 30, 2003 (or as soon thereafter as the Trust shall be
eligible to file a Form 15, if the Trust is not eligible to file it on or before
January 30, 2003), the Securities Administrator shall, in accordance with
industry standards, file a Form 15 Suspension Notice with respect to the Trust
Fund, if applicable. Prior to March 31, 2003, the Securities Administrator shall
file a Form 10-K, in substance conforming to industry standards, with respect to
the Trust Fund. The Depositor hereby grants to the Securities Administrator a
limited power of attorney to execute and file each such document on behalf of
the Depositor. Such power of attorney shall continue until either the earlier of
(i) receipt by the Securities 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 Securities Administrator,
from time to time upon request, such further information, reports and financial
statements within its control related to this Agreement and the Mortgage Loans
as the Securities Administrator reasonably deems appropriate to prepare and file
all necessary reports with the Commission. The Securities Administrator shall
have no responsibility to file any items other than those specified in this
Section 3.22; provided, however, the Securities Administrator 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"); provided that such additional filings
shall be in EDGAR format and at the expense of the Depositor. Upon request,
copies of all reports filed by the Securities Administrator under the Exchange
Act shall be sent to the Depositor. Fees and expenses incurred by the Securities
Administrator in connection with this Section 3.22 shall not be reimbursable
from the Trust Fund.



                                      -50-
<PAGE>

                  Section 3.23      Obligations of the Servicer in Respect of
                                    Compensating Interest.

                  Not later than the close of business on each Servicer
Remittance Date, the Servicer shall deliver to the Trustee for deposit in the
Distribution Account an amount ("Compensating Interest") equal to the lesser of
(A) the aggregate of the Prepayment Interest Shortfalls on the Mortgage Loans
for the related Distribution Date resulting from Principal Prepayments on the
Mortgage Loans during the related Prepayment Period and (B) its aggregate
Servicing Fee received in the related Due Period. The Servicer shall apply
Compensating Interest to offset any Prepayment Interest Shortfalls on the
Mortgage Loans. The Servicer shall not have the right to reimbursement for any
amounts remitted to the Trustee in respect of Compensating Interest. Such
amounts so remitted shall be included in the Available Funds and distributed
therewith on the next Distribution Date.

                  Section 3.24      [Reserved]

                  Section 3.25      Investment of Funds in the Collection
                                    Account and the Distribution Account.

                  (a) The Servicer may direct in writing any depository
institution maintaining the Collection Account and the Securities Administrator
may direct in writing any depository institution maintaining the Distribution
Account (for purposes of this Section 3.25, each an "Investment Account"), to
invest the funds in such Investment Account in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand,
(i) no later than the Business Day immediately preceding the date on which such
funds are required to be withdrawn from such account pursuant to this Agreement,
if a Person other than the Trustee is the obligor thereon, and (ii) no later
than the date on which such funds are required to be withdrawn from such account
pursuant to this Agreement, if the Trustee is the obligor thereon. All such
Permitted Investments shall be held to maturity, unless payable on demand. Any
investment of funds in an Investment Account shall be made in the name of the
Securities Administrator or the Servicer, as applicable (in its capacity as
such) or in the name of a nominee of the same. The Servicer or the Securities
Administrator shall be entitled to sole possession (except with respect to
investment direction of funds held in the Collection Account) over each such
investment and the income thereon, and any certificate or other instrument
evidencing any such investment shall be delivered directly to the Securities
Administrator or its agent, together with any document of transfer necessary to
transfer title to such investment to the Securities Administrator or its
nominee. In the event amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the Trustee shall at
the direction of the Servicer or the Securities Administrator:

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

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

                  (b) All income and gain realized from the investment of funds
in the Collection Account shall be for the benefit of the Servicer. The Servicer
shall deposit in the Collection Account the amount of any loss incurred in
respect of any such Permitted Investment made with funds in such account
immediately upon realization of such loss. All income and gain realized from the
investment of funds in the Distribution Account shall be for the benefit of the
Securities Administrator. The Securities Administrator shall remit to the
Trustee for deposit in the Distribution Account the amount of any loss incurred
on Permitted Investments in the Distribution Account.



                                      -51-
<PAGE>

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

                  Section 3.26      Liability of Servicer; Indemnification.

                  (a) Subject to clause (b) below and Section 6.03, the Servicer
(except the Securities Administrator if it is required to succeed the Servicer
hereunder) indemnifies and holds the Trustee, the Securities Administrator, the
Depositor and each Certificateholder harmless against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, fees and expenses that the Trustee, the
Securities Administrator, the Depositor and any Certificateholder may sustain in
any way related to the failure of the Servicer to perform its duties and service
the Mortgage Loans in compliance with the Servicing Standards. The Servicer
shall immediately notify the Trustee, the Securities Administrator, the
Depositor and each Certificateholder if a claim is made that may result in such
claims, losses, penalties, fines, forfeitures, legal fees or related costs,
judgments, or any other costs, fees and expenses, and the Servicer shall assume
(with the consent of the Securities Administrator) the defense of any such claim
and pay all expenses in connection therewith, including reasonable counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against the Servicer, the Trustee, the Securities Administrator, the
Depositor and/or Certificateholder in respect of such claim. The provisions of
this Section 3.26 shall survive the termination of this Agreement and the
payment of the outstanding Certificates.

                  (b) None of the Depositor, the Servicer, or any of the
directors, officers, employees or agents of the Depositor or the 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 or the Servicer or any such
Person against any breach of warranties or representations made herein, or
against any specific liability imposed on the Servicer for a breach of the
Servicing Standard, or against any liability which would otherwise be imposed by
reason of its respective willful misfeasance, bad faith, fraud or negligence in
the performance of its duties or by reasons of negligent disregard of its
respective obligations or duties hereunder.

                  The Depositor, the Servicer and any director, officer,
employee or agent of the Depositor or the Servicer, may rely in good faith on
any document of any kind which, prima facie, is properly executed and submitted
by any appropriate Person with respect to any matters arising hereunder. The
Depositor, the Servicer and any director, officer, employee or agent of the
Depositor or the Servicer 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 incurred in connection with any legal action incurred
by reason of its respective misfeasance, bad faith, fraud or negligence, a
breach of a representation or warranty hereunder or (in the case of the
Servicer) a breach of the Servicing Standard in the performance of its
respective duties or by reason of negligent disregard of its respective
obligations or duties hereunder. Neither the Depositor nor the 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 expose it to any expense or liability; provided, however, that
the Depositor or the Servicer may in its discretion undertake any action related
to its obligations hereunder 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.

                  Section 3.27      Reports of Foreclosure and Abandonment of
                                    Mortgaged Properties.

                  On or before April 30 of each year beginning in 2002, the
Servicer shall file the reports of foreclosure and abandonment of any Mortgaged
Property required by Section 6050J of the Code with the Internal Revenue Service
and provide an Officer's Certificate certifying its compliance with this Section
3.27 to the Trustee. The reports from the Servicer shall be in form and
substance sufficient to meet the reporting requirements imposed by such Section
6050J.



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<PAGE>

                  Section 3.28      No Personal Solicitation.

                  From and after the Closing Date, each of the Servicer and the
Securities Administrator hereby agrees that it will not directly solicit the
borrower or obligor under any Mortgage Loan to refinance such Mortgage Loan, in
whole or in part. Notwithstanding the foregoing, it is understood and agreed
that offers to refinance a Mortgage Loan made within 30 days following receipt
by the Servicer of a pay-off request or verification of mortgage and promotions
undertaken by the Servicer or an Affiliate of the Servicer which are directed to
the general public or segments thereof (including without limitation, bulk
mailings, newspaper, radio, internet and television advertisements) shall not
constitute solicitation under this Section 3.28.

                  Section 3.29      Limitation of Liability of the Credit Risk
                                    Manager.

                  Neither the Credit Risk Manager, nor any of the directors,
officers, employees or agents of the Credit Risk Manager, shall be under any
liability to the Trustee, the Securities Administrator, the Certificateholders
or the Depositor for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, in reliance upon information
provided by the Servicer under the Credit Risk Management Agreement or for
errors in judgment; provided, however, that this provision shall not protect the
Credit Risk Manager or any such person against liability that would otherwise be
imposed by reason of willful malfeasance, bad faith or gross negligence in its
performance of its duties or by reason of reckless disregard for its obligations
and duties under this Agreement or the applicable Credit Risk Management
Agreement. The Credit Risk Manager and any director, officer, employee or agent
of the Credit Risk Manager may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder, and may rely in good faith upon the accuracy of information
furnished by the Servicer pursuant to the applicable Credit Risk Management
Agreement in the performance of its duties thereunder and hereunder.

                                   ARTICLE IV

                                  FLOW OF FUNDS

                  Section 4.01      Interest Distributions.

                  No later than 11:00 AM Eastern Time on each Distribution Date,
the Securities Administrator shall furnish instructions to the Trustee reporting
the amount of the related Interest Remittance Amount, and instructing the
Trustee as to how to apply such Interest Remittance Amount in accordance with
clauses (i) through (x) below. On each Distribution Date, the Trustee shall
withdraw from the Distribution Account the Interest Remittance Amount, to the
extent available in the Distribution Account, and apply it in the following
order of priority (based upon the information provided to it by the Securities
Administrator pursuant to the preceding sentence, upon which the Trustee may
conclusively rely), and the calculations required to be made by the Trustee, to
the extent available:

                           (i) to the Securities Administrator, the Securities
         Administration Fee for such Distribution Date and to the Credit Risk
         Manager, the Credit Risk Manager Fee for such Distribution Date;

                           (ii) to pay the Trustee and the Securities
         Administrator for any reasonable fees and expenses and indemnification
         in accordance with Section 8.05;

                           (iii) concurrently, to the Class A and Class AIO
         Certificates, pro rata, the applicable Accrued Certificate Interest for
         such Distribution Date;

                           (iv) concurrently, to the Class A and Class AIO
         Certificates, pro rata, the applicable Interest Carry Forward Amount
         for the Class A and Class AIO Certificates, respectively;

                           (v) to the Class M-1 Certificates, the Accrued
         Certificate Interest thereon for such Distribution Date;



                                      -53-
<PAGE>

                           (vi) to the Class M-2 Certificates, the Accrued
         Certificate Interest thereon for such Distribution Date;

                           (vii) to the Class M-3 Certificates, the Accrued
         Certificate Interest thereon for such Distribution Date;

                           (viii) to the Class B Certificates, the Accrued
         Certificate Interest thereon for such Distribution Date; and

                           (ix) the amount, if any, of the Interest Remittance
         Amount remaining after application with respect to the priorities set
         forth above will be applied as described under Section 4.02(b) hereof.

         Section 4.02      Distributions of Principal and Monthly Excess
                           Cashflow Amounts.

                  (a) No later than 11:00 AM Eastern Time on each Distribution
Date, the Securities Administrator shall furnish instructions to the Trustee
reporting the amount of the related Principal Distribution Amount, and
instructing the Trustee as to how to apply such Principal Distribution Amount in
accordance with clauses (i) and (ii) below. On each Distribution Date, the
Trustee shall make the following distributions in the following order of
priority (based upon the information provided to it by the Securities
Administrator pursuant to the preceding sentence, and the calculations required
to be made by the Securities Administrator), in reduction of the Certificate
Principal Balances of the Classes to which such amounts are paid, to the extent
of the Principal Distribution Amount:

                           (i) for any Distribution Date before the Stepdown
         Date or with respect to which a Trigger Event is in effect:

                                    (A) to the Holders of the Class A
                  Certificates, 100% of the Principal Distribution Amount until
                  the Certificate Principal Balance of the Class A Certificates
                  has been reduced to zero;

                                    (B) to the Holders of the Class M-1
                  Certificates, 100% of the remaining Principal Distribution
                  Amount for such Distribution Date, until the Certificate
                  Principal Balance of the Class M-1 Certificates has been
                  reduced to zero;

                                    (C) to the Holders of the Class M-2
                  Certificates, 100% of the remaining Principal Distribution
                  Amount, until the Certificate Principal Balance of the Class
                  M-2 Certificates has been reduced to zero;

                                    (D) to the Holders of the Class M-3
                  Certificates, 100% of the remaining Principal Distribution
                  Amount, until the Certificate Principal Balance of the Class
                  M-3 Certificates has been reduced to zero;

                                    (E) to the Holders of the Class B
                  Certificates, 100% of the remaining Principal Distribution
                  Amount, until the Certificate Principal Balance of the Class B
                  Certificates has been reduced to zero; and

                                    (F) any amount of the Principal Distribution
                  Amount remaining after making all of the distributions in
                  clauses (A) (B), (C), (D) and (E) shall be applied as set
                  forth in Section 4.02(b).



                                      -54-
<PAGE>

                           (ii) on or after the Stepdown Date and as long as a
         Trigger Event is not in effect:

                                    (A) to the Holders of the Class A
                  Certificates, the lesser of (x) the Principal Distribution
                  Amount and (y) the Class A Principal Distribution Amount,
                  until the Certificate Principal Balance of the Class A
                  Certificates has been reduced to zero;

                                    (B) to the Holders of the Class M-1
                  Certificates, the lesser of (x) the excess of (i) the
                  Principal Distribution Amount over (ii) the amount distributed
                  on the Class A Certificates pursuant to clause (A) above and
                  (y) the Class M-1 Principal Distribution Amount, until the
                  Certificate Principal Balance of the Class M-1 Certificates
                  has been reduced to zero;

                                    (C) to the Holders of the Class M-2
                  Certificates, the lesser of (x) the excess of (i) the
                  Principal Distribution Amount over (ii) the sum of the amount
                  distributed on the Class A Certificates pursuant to clause (A)
                  above and the amount distributed on the Class M-1 Certificates
                  pursuant to clause (B) above and (y) the Class M-2 Principal
                  Distribution Amount, until the Certificate Principal Balance
                  of the Class M-2 Certificates has been reduced to zero;

                                    (D) to the Holders of the Class M-3
                  Certificates, the lesser of (x) the excess of (i) the
                  Principal Distribution Amount over (ii) the sum of the amount
                  distributed on the Class A Certificates pursuant to clause (A)
                  above, the amount distributed on the Class M-1 Certificates
                  pursuant to clause (B) above and the amount distributed on the
                  Class M-2 Certificates pursuant to clause (C) above and (y)
                  the Class M-3 Principal Distribution Amount, until the
                  Certificate Principal Balance of the Class M-3 Certificates
                  has been reduced to zero;

                                    (E) to the Holders of the Class B
                  Certificates, the lesser of (x) the excess of (i) the
                  Principal Distribution Amount over (ii) the sum of the amount
                  distributed on the Class A Certificates pursuant to clause (A)
                  above, the amount distributed on the Class M-1 Certificates
                  pursuant to clause (B) above, the amount distributed on the
                  Class M-2 Certificates pursuant to clause (C) above and the
                  amount distributed on the Class M-3 Certificates pursuant to
                  clause (D) above and (y) the Class B Principal Distribution
                  Amount, until the Certificate Principal Balance of the Class B
                  Certificates has been reduced to zero; and

                                    (F) any amount of the Principal Distribution
                  Amount remaining after making all of the distributions in
                  clauses (A), (B), (C), (D) and (E) above shall be applied as
                  set forth in Section 4.02(b).

                  (b) On each Distribution Date, any Monthly Excess Cashflow
Amount shall be distributed, to the extent available, in the following order of
priority on such Distribution Date:

                           (i) to pay the Extra Principal Distribution Amount
         for such Distribution Date in accordance with Section 4.02(a);

                           (ii) to pay any remaining unpaid Accrued Certificate
         Interest for such Distribution Date for the Class M-1 Certificates;

                           (iii) to pay the applicable Interest Carry Forward
         Amount on the Class M-1 Certificates, if any;

                           (iv) to reimburse the Holders of the Class M-1
         Certificates for any Realized Losses that have been allocated to the
         Class M-1 Certificates and not previously reimbursed;

                           (v) to pay any remaining unpaid Accrued Certificate
         Interest for such Distribution Date for the Class M-2 Certificates;

                           (vi) to pay the applicable Interest Carry Forward
         Amount on the Class M-2 Certificates, if any;



                                      -55-
<PAGE>

                           (vii) to reimburse the Holders of the Class M-2
         Certificates for any Realized Losses that have been allocated to the
         Class M-2 Certificates and not previously reimbursed;

                           (viii) to pay any remaining unpaid Accrued
         Certificate Interest for such Distribution Date for the Class M-3
         Certificates;

                           (ix) to pay the applicable Interest Carry Forward
         Amount on the Class M-3 Certificates, if any;

                           (x) to reimburse the Holders of the Class M-3
         Certificates for Realized Losses that have been allocated to the Class
         M-3 Certificates and not previously reimbursed;

                           (xi) to pay any remaining Accrued Certificate
         Interest for such Distribution Date for the Class B Certificates;

                           (xii) to pay the applicable Interest Carry Forward
         Amount on the Class B Certificates, if any;

                           (xiii) to reimburse the Holders of the Class B
         Certificates for Realized Losses that have been allocated to the Class
         B Certificates and not previously reimbursed;

                           (xiv) to pay the Net WAC Rate Carryover Amount, if
         any, for the Class A, Class M-1, Class M-2, Class M-3 and Class B
         Certificates, in that order, in each case until such amount is paid in
         full for such Class; and

                           (xv) to the Class CE Certificates, the Class CE
         Distributable Amount for such Distribution Date.

                  On each Distribution Date, there shall be distributed to the
Holders of the Class R Certificates in respect of the Class R-1 Interest, any
remaining amount in the Distribution Account on such date after the application
pursuant to Sections 4.01, 4.02(a), 4.02(b)(i)-(xv) and 4.02(c). To the extent
that any amounts remain in a REMIC other than REMIC 1 after payment of all
amounts due under this Agreement, such amounts will be distributed to the
related Residual Interest.

                  (c) On each Distribution Date, the Trustee shall withdraw any
amounts then on deposit in the Distribution Account that represent Prepayment
Charges collected by the Servicer in connection with the Principal Prepayment in
full of any of the Mortgage Loans or any Servicer Prepayment Charge Payment
Amount and shall distribute such amounts to the Holders of the Class P
Certificates.

                  Section 4.03      Allocation of Losses.

                  Realized Losses shall be allocated first against the Remaining
Initial Overcollateralization Amount and second to the Subsequent
Overcollateralization Amount, until the Overcollateralization Amount has been
reduced to zero. Any Applied Realized Loss Amount will be allocated against the
Class B, Class M-3, Class M-2, Class M-1 and Class A Certificates, in that order
and until the respective Certificate Principal Balances thereof are reduced to
zero. No allocation of Realized Losses shall be made to the Class P
Certificates.

                  Section 4.04      Method of Distribution.

                  The Trustee shall make distributions in respect of a
Distribution Date to each Certificateholder of record on the related Record Date
(other than as provided in Section 10.01 respecting the final distribution), in
the case of Certificateholders of the Certificates, 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 and is
the registered owner of such Certificates the aggregate initial Certificate
Principal Balance of which is in excess of $5,000,000 (or, in the case of a
Class CE, Class P or Class R Certificate, the Percentage Interest evidenced by
which is greater than a 66% Percentage Interest of the Certificates of its
Class), or 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, provided that the Trustee may deduct a reasonable wire transfer fee
from any payment made by wire transfer. Distributions among Certificateholders
shall be made in proportion to the Percentage Interests evidenced by the
Certificates held by such Certificateholders.


                                      -56-
<PAGE>

                  Section 4.05      Distributions on Book-Entry Certificates.

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

                  Section 4.06      Statements.

                  (a) On each Distribution Date, based, as applicable, on the
Mortgage Loan information contained in the Remittance Report, the Securities
Administrator shall make available on its internet website, initially located at
"www.ctslink.com," a statement (a "Distribution Date Statement") as to the
distributions to be made on such Distribution Date:

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

                           (ii) the Interest Remittance Amount and the amount of
         the distribution made on such Distribution Date to the Holders of each
         Class of Certificates allocable to interest or Class CE Distributable
         Amount, separately identified;

                           (iii) the Overcollateralization Amount, the
         Overcollateralization Release Amount, the Overcollateralization
         Deficiency and the Overcollateralization Target Amount as of such
         Distribution Date and the Monthly Excess Interest Amount and Monthly
         Excess Cashflow Amount for such Distribution Date;

                           (iv) the aggregate amount of servicing compensation
         received by the Servicer during the related Collection Period;

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

                           (vi) the Pool Balance at the close of business at the
         end of the related Due Period;

                           (vii) the number, weighted average remaining term to
         maturity and weighted average Mortgage Interest Rate of the Mortgage
         Loans as of the related Due Date;

                           (viii) the number and aggregate unpaid principal
         balance of Mortgage Loans (a) 30 to 59 days past due on a contractual
         basis, (b) 60 to 89 days past due on a contractual basis, (c) 90 or
         more days past due on a contractual basis, (d) as to which foreclosure
         proceedings have been commenced and (e) in bankruptcy as of the close
         of business on the last day of the calendar month preceding such
         Distribution Date;



                                      -57-
<PAGE>

                           (ix) with respect to any Mortgage Loan that became an
         REO Property during the preceding calendar month, the loan number of
         such Mortgage Loan, the unpaid principal balance and the Principal
         Balance of such Mortgage Loan as of the date it became an REO Property;

                           (x) cumulatively, the total number and cumulative
         principal balance of all REO Properties as of the close of business of
         the last day of the preceding Collection Period;

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

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

                           (xiii) the Certificate Principal Balance of each
         Class of Certificates, after giving effect to the distributions, and
         allocations of Realized Losses or Applied Realized Loss Amounts, as
         applicable, made on such Distribution Date, separately identifying any
         reduction thereof due to allocations of Realized Losses or Applied
         Realized Loss Amounts, and the Notional Amount of the Class AIO
         Certificates for that Distribution Date;

                           (xiv) the Accrued Certificate Interest in respect of
         each Class of Offered Certificates for 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;

                           (xv) the aggregate amount of any Prepayment Interest
         Shortfalls for such Distribution Date, to the extent not covered by
         payments by the Servicer pursuant to Section 3.23, and the amount of
         Relief Act Shortfalls applied to reduce the Interest Remittance Amount
         for each Class for such Distribution Date;

                           (xvi) the amount of the Securities Administration Fee
         paid;

                           (xvii) the aggregate amount of the Credit Risk
         Manager Fee paid;

                           (xviii) any Overcollateralization Deficiency after
         giving effect to the distribution of principal on such Distribution
         Date;

                           (xix) whether a Trigger Event has occurred and is
         continuing, and the cumulative Realized Losses, as a percentage of the
         original Pool Balance;

                           (xx) the Available Funds;

                           (xxi) the Pass-Through Rate at which interest accrues
         for each Class of Certificates for such Distribution Date and the
         Formula Rate at which interest will accrue for such Class (other than
         the Class AIO Certificates) for the next Distribution Date, and the
         Pass-Through Rate for the Class AIO Certificates for the next
         Distribution Date;

                           (xxii) the Liquidation Report for such Distribution
         Date;

                           (xxiii) the aggregate Principal Balance of Mortgage
         Loans purchased by the Seller during the related Collection Period and
         indicating the Section of this Agreement requiring or allowing the
         purchase of each such Mortgage Loan;

                           (xxiv) the aggregate Principal Balance of the
         Mortgage Loans repurchased by the Depositor during the related
         Collection Period in connection with Section 3.16;



                                      -58-
<PAGE>

                           (xxv) the amount of Interest Carry Forward Amount and
         Net WAC Rate Carryover Amount payable on each Class for such
         Distribution Date, separately identifying the portion of each that
         consists of interest accrued on previous such amounts, the amounts paid
         on each Class on such Distribution Date in respect of such items, and
         the amount of Interest Carry Forward Amount and Net WAC Rate Carryover
         Amount that will be payable on each Class on the next Distribution
         Date; and

                           (xxvi) the amount of all reimbursements of Realized
         Losses previously allocated to reduce the Certificate Principal Balance
         of any Class of Certificates that were reimbursed on such Distribution
         Date, and the remaining amount of any Realized Losses that have been so
         allocated and not yet reimbursed, for each Class.

                  Assistance in using the Securities Administrator's website can
be obtained by calling the Securities Administrator's customer service desk at
(301) 815-6600. Parties that are unable to use the above distribution option are
entitled to have a paper copy mailed to them via first class mail by calling the
customer service desk and indicating such. The Securities Administrator shall
have the right to change the way such reports are distributed in order to make
such distribution more convenient and/or more accessible to the parties, and the
Securities Administrator shall provide timely and adequate notification to all
parties regarding any such change.

                  The Securities Administrator's obligations pursuant to this
Section 4.06 are limited to the extent of its receipt of all necessary
information from the Servicer. The Securities Administrator may fully rely upon
and shall have no liability with respect to information with respect to the
Mortgage Loans provided by the Servicer.

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

                  (b) Within a reasonable period of time after the end of each
calendar year, the Trustee shall furnish to each Person who at any time during
the calendar year was a Certificateholder of a Regular Certificate, if requested
in writing by such Person, a statement containing the information set forth in
subclauses (i), (ii), (xi), (xii), (xxiii) and (xxiv) above, aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder, plus other information as the Securities Administrator may
determine and advise the Trustee to be necessary and/or to be required by the
Internal Revenue Service or by federal or state laws, rules or regulations to
enable such Certificateholders to prepare their tax returns for such calendar
year. Such obligations of the Trustee and the Securities Administrator shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be prepared and furnished by the Trustee or the Securities
Administrator to Certificateholders pursuant to any requirements of the Code as
are in force from time to time.

                  (c) On each Distribution Date, the Securities Administrator
shall make available on its website the same information to the Class R
Certificateholders as that provided to the Regular Certificateholders in respect
of such Distribution Date with such other information as the Securities
Administrator deems necessary or appropriate. Such obligation of the Securities
Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be prepared and furnished to Class R
Certificateholders by the Securities Administrator pursuant to any requirements
of the Code as from time to time in force.

                  Section 4.07      Remittance Reports; Advances.

                  (a) On the 15th calendar day of each month, or the preceding
Business Day if such 15th calendar day is not a Business Day, the Servicer shall
deliver to the Securities Administrator by telecopy (or by such other means as
the Servicer and the Trustee may agree from time to time) a Remittance Report
with respect to the related Distribution Date. On the same date as delivery of
the Remittance Report, the Servicer shall deliver or cause to be delivered to
the Securities Administrator in addition to the information provided on the
Remittance Report, such other information reasonably available to it with
respect to the Mortgage Loans as the Securities Administrator may reasonably
request or order in order for the Securities Administrator to perform the
calculations necessary to make the distributions contemplated by Section 4.01,
4.02 and 4.03 and to prepare the statements to Certificateholders contemplated
by Section 4.06. The Securities Administrator shall not be responsible to
recompute, recalculate or verify any information provided to it by the Servicer.



                                      -59-
<PAGE>

                  (b) The amount of Advances to be made by the Servicer for any
Distribution Date shall equal, subject to Section 4.07(d), the aggregate amount
of Monthly Payments (net of the related Servicing Fee), due during the related
Due Period in respect of the Mortgage Loans, which Monthly Payments were
delinquent on a contractual basis as of the close of business on the related
Determination Date.

                  On or before the close of business New York time on the
Servicer Remittance Date, the Servicer shall remit in immediately available
funds to the Trustee for deposit in the Distribution Account an amount equal to
the aggregate amount of Advances, if any, to be made in respect of the Mortgage
Loans for the related Distribution Date either (i) from its own funds or (ii)
from the Collection Account, to the extent of funds held therein for future
distribution (in which case it will cause to be made an appropriate entry in the
records of the Collection Account that amounts held for future distribution have
been, as permitted by this Section 4.07, used by the Servicer in discharge of
any such Advance) or (iii) in the form of any combination of (i) and (ii)
aggregating the total amount of Advances to be made by the Servicer with respect
to the Mortgage Loans. Any amounts held for future distribution and so used
shall be appropriately reflected in the Servicer's records and replaced by the
Servicer by deposit in the Collection Account on or before any future Servicer
Remittance Date to the extent that the Available Funds for the related
Distribution Date (determined without regard to Advances to be made on the
Servicer Remittance Date) shall be less than the total amount that would be
distributed to the Classes of Certificateholders pursuant to Section 4.01 and
4.02 on such Distribution Date if such amounts held for future distributions had
not been so used to make Advances. The Trustee will provide notice to the
Servicer and the Securities Administrator by telecopy by the close of business
on any Servicer Remittance Date in the event that the amount remitted by the
Servicer to the Trustee on such date is less than the Advances required to be
made by the Servicer for the related Distribution Date, as set forth in the
related Remittance Report.

                  (c) The obligation of the Servicer to make such Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan, shall continue until the
earlier of such time as the Trust acquires title to the related Mortgaged
Property or such Mortgage Loan is paid in full by the Mortgagor or disposed of
by the Trust, or until the recovery of all Liquidation Proceeds thereon.

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

                  Section 4.08      [Reserved].

                  Section 4.09      REMIC Distributions.

                  (a) REMIC 5. Interest (and in the case of the Class T5-4
Interest, principal) shall be deemed distributed to each Class of REMIC 5
Components as follows: (i) the Class T5-4, Class T5-11, Class T5-12 and Class
T5-13 Interests shall be entitled to all distributions on the Class T4-4, Class
T4-11, Class T4-12 and Class T4-13 Interests, respectively; and (ii) the Class
T5-AFIO, Class T5-M1IO, Class T5-M2IO, Class T5-M3IO and Class T5-BIO Interests
shall be entitled to a specified portion of interest payments consisting of the
excess of interest distributable on each of the Class T4-AF, Class T4-M1, Class
T4-M2, Class T4-M3 and Class T4-B Interests over interest distributable on the
Class A, Class M-1, Class M-2, Class M-3 and Class B Certificates, respectively.
The Class AIO Certificates shall be entitled to any interest distributions in
respect of the Class T4-AIO Interests. Any shortfalls of interest, including any
Realized Losses allocated to reduce the Subsequent Overcollateralization Amount,
shall be borne, first, by the REMIC 5 Components, pro rata based on interest
accrued, before being allocated to the Class T5 P&I Certificates. Realized
Losses allocated to the Class T5-4 Interest shall equal Realized Losses
allocated to the Class T4-4 Interest pursuant to Section 4.09(b). The Class CE
Interest shall be deemed to receive the aggregate of the amounts distributable
in respect of the REMIC 5 Components. Any portion of the Available Funds
remaining in REMIC 5 on a Distribution Date shall be distributed to the Class R
Certificates in respect of the Class R-5 Interest.



                                      -60-
<PAGE>

                  (b) REMIC 4. On each Distribution Date, the timing and amounts
of principal and interest distributions and allocations of Applied Realized Loss
Amounts and Realized Loss Amortization Amounts on the Classes of REMIC 4 Regular
Interests identified as Corresponding Classes shall be identical to the timing,
amounts and allocations in respect of Corresponding Classes of REMIC 5 Regular
Interests pursuant to Section 4.09(a). The Class T4-4 Interest shall be entitled
to all distributions on the Class T3-4 Interest. The Class T4-AIO Interest shall
be entitled to interest in respect of any interest distributions on the Class
T3-AIO Interest. Interest shortfalls will reduce interest payable, first, on the
Class T4-4 Interest, to the same extent that interest shortfalls are allocable
to the Class T3-4 Interest; second, on the Class T4-11, Class T4-12 and Class
T4-13 Interests, pro rata; third, on the Class T4-B, Class T4-M3, Class T4-M2
and Class T3-M1 Interests, in that order; and fourth, on the Class T4-AF
Interests; provided, that the portion of the interest payable on the Class T4-B,
Class T4-M3, Class T4-M2, Class T4-M1 and Class T4-AF attributable to the Class
T5-BIO, Class T5-M3IO, Class T5-M2IO, Class T5-M1IO and Class T5-AFIO Interests
shall bear interest shortfalls pro rata and prior to the allocation of any
remaining shortfalls to such Interests. Amounts of principal and interest
distributed in respect of, and Realized Losses allocated to, the Class T4-4
Interest shall equal the allocations made to the Class T3-4 Interest, reduced by
any allocation of interest shortfalls to the Class T4-4 Interest pursuant to the
preceding sentence. Amounts in the Distribution Account deemed distributed in
respect of the REMIC 4 Regular Interests shall be treated as held by REMIC 5 for
distribution in accordance with Sections 4.09(a). Any portion of Available Funds
remaining in REMIC 4 on a Distribution Date shall be distributed to the Class R
Certificates in respect of the Class R-4 Interest.

                  (c) REMIC 3. On each Distribution Date, the timing and amounts
of principal distributions and allocations of Realized Losses on each Class of
REMIC 3 Regular Interests shall be identical to the timing, amounts and
allocations in respect of the corresponding Classes of REMIC 2 Regular Interests
pursuant to Section 4.09(d). For these purposes, the Class T3-1 and Class T3-11
Interests correspond to the Class T2-1 Interest, the Class T3-2 and Class T3-12
Interests correspond to the Class T2-2 Interest, the Class T3-3 and Class T3-13
Interests correspond to the Class T2-3 Interest, and the Class T3-4 Interest
corresponds to the Class T2-4 Interest. Interest will accrue on each of the
Class T3-1, Class T3-2 and Class T3-3 Interests at the REMIC 3 Pass-Through
Rate. Interest will accrue on each of the Class T3-11, Class T3-12 and Class
T3-13 Interests at the excess, if any, of the Net Adjusted WAC Rate over the
REMIC 3 Pass-Through Rate. Interest will accrue on the Class T3-4 Interest at
the Net Adjusted WAC Rate. The Class T3-AIO Interest shall be entitled to
interest in respect of any interest distributions on the Class T2-1AIO, Class
T2-2AIO and Class T2-3AIO Interests. Any shortfalls of interest will be
allocated, first, to the Class T3-4 Interest to the extent that interest
shortfalls are allocated to the Class T2-4 Interest; second, pro rata, to the
Class T3-11, Class T3-12 and Class T3-13 Interests; and third, pro rata, to the
Class T3-1, Class T3-2 and Class T3-3 Interests. Amounts in the Distribution
Account deemed distributed in respect of the REMIC 3 Regular Interests shall be
treated as held by REMIC 4 for distribution in accordance with Section 4.09(b).
Any portion of Available Funds remaining in REMIC 3 on a Distribution Date shall
be distributed to the Class R Certificates in respect of the Class R-3 Interest.

                  (d) REMIC 2. On each Distribution Date, the REMIC 2 Regular
Interests, other than the Class T2-1AIO, Class T2-2AIO and Class T2-3AIO
Interests, shall receive distributions of principal in respect of the Class T1-1
and T1-2 Interests. The REMIC Regular Interests Shall receive distributions of
interest from the Class T1-1 and Class T1-2 Interests. Amounts with respect to
interest shall accrue at the Net Adjusted WAC Rate with respect to each of the
Class T2-1, Class T2-2, Class T2-3 and Class T2-4 Interest. Amounts with respect
to interest shall accrue at a rate equal to 4.5% for the Distribution Dates in
April 2002 through January 2003 and thereafter at a rate of zero with respect to
the Class T2-1AIO Interest, at a rate equal to 3.5% for the Distribution Dates
in February 2003 through November 2003 and thereafter at a rate of zero with
respect to the Class T2-2AIO Interest and at a rate equal to 2.5% for the
Distribution Dates in December 2003 through September 2004 and thereafter at
zero with respect to the Class T2-3AIO Interest. Any shortfalls of interest will
be allocated, first, to the Class T2-4 Interest, and second, to the Class T2-1,
Class T2-2 and Class T2-3 Interests, pro rata based on interest accrued. Amounts
in reduction of principal balance of the REMIC 2 Regular Interests shall be
allocated to the Class T2-1, Class T2-2 and Class T2-3 Interests in the
aggregate in an amount equal to the Principal Remittance Amount less the lesser
of Overcollateralization Release Amount and the Remaining Initial
Overcollateralization Amount. Such aggregate amount shall be allocated so that
the principal balance of the Class T2-1, Class T2-2 and Class T2-3 Interests
equal the amounts specified in the definitions thereof in Article I. The portion
of the Principal Remittance Amount equal to the lesser of the
Overcollateralization Release Amount and the Remaining Initial
Overcollateralization Amount shall be allocated to reduce the principal balance
of the Class T2-4 Interest, until it is reduced to zero. Realized Losses shall
be allocated first to the Class T2-4 Interest, until such Class is reduced to
zero, and then pro rata to the Class T2-1, Class T2-2 and Class T2-3 Interests
so that their principal balances equal the amounts specified in the respective
definitions thereof in Article I. Such amounts with respect to principal and any
Realized Losses with respect to principal shall reduce the principal balances of
the REMIC 2 Regular Interests so that, in the aggregate, such balances
correspond to the Pool Balance of the Mortgage Loans as of the last day of the
related Due Period. Amounts in the Distribution Account deemed distributed in
respect of the REMIC 2 Regular Interests shall be treated as held by REMIC 3 for
distribution in accordance with Section 4.09(c). Any amounts remaining in REMIC
2 on a Distribution Date shall be distributed to the Class R Certificates in
respect of the Class R-2 Interest.



                                      -61-
<PAGE>

                  (e) REMIC 1. On each Distribution Date, the REMIC 1 Regular
Interests shall receive distributions of interest and principal equal in the
aggregate to amounts distributable pursuant to Sections 4.01 and 4.02 (other
than to the Class R Certificates in respect of the Class R-1 Interest) from
amounts on deposit in the Distribution Account. Such amounts with respect to
interest shall accrue on each of the REMIC 1 Regular Interests at a rate equal
to the Net WAC Rate. Any shortfalls of interest will be allocated, first, to the
Class T1-2 Interest, and second, to the Class T1-1 Interest, based on interest
accrued. Amounts in reduction of principal balance of the REMIC 1 Regular
Interests shall be allocated to the Class T1-2 Interest and then in reduction of
the Class T1-1 Interest. Such amounts with respect to principal and any Realized
Losses with respect to principal shall reduce the principal balances of the
Class T1-1 and Class T1-2 Interests so that, in the aggregate, such balances
correspond to the Pool Balance of the Mortgage Loans as of the last day of the
related Due Period. Amounts in the Distribution Account deemed distributed in
respect of the REMIC 1 Regular Interests shall be treated as held by REMIC 2 for
distribution in accordance with Section 4.09(d). Any amounts remaining in REMIC
1 on a Distribution Date shall be distributed to the Class R Certificates in
respect of the Class R-1 Interest.

                  (f) Notwithstanding anything to the contrary contained herein,
the above distributions in this Section 4.09 (other than on the Certificates)
are deemed distributions, and distributions of funds from the Distribution
Account shall be made only in accordance with Sections 4.01 and 4.02 hereof.

                                   ARTICLE V

                                THE CERTIFICATES

                  Section 5.01      The Certificates.

                  Each of the Class A, Class AIO, Class M-1, Class M-2, Class
M-3, Class B, Class P, Class CE, and Class R Certificates shall be substantially
in the forms annexed hereto as exhibits, and shall, on original issue, be
executed, authenticated and delivered by the Trustee to or upon the receipt of a
Written Order to Authenticate from the Depositor concurrently with the sale and
assignment to the Trustee of the Trust Fund. Each Class of the Offered
Certificates shall be initially evidenced by one or more Certificates
representing a Percentage Interest with a minimum dollar denomination of $25,000
and integral dollar multiples of $1 in excess thereof. The Class P, Class CE and
Class R Certificates are issuable only in minimum Percentage Interests of 25%.

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

                  Section 5.02      Registration of Transfer and Exchange of
                                    Certificates.

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



                                      -62-
<PAGE>

                  Upon surrender for registration of transfer of any Certificate
at any office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph and, in the case of a Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee on behalf of
the Trust shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same aggregate
Percentage Interest.

                  At the option of the Certificateholders, Certificates may be
exchanged for other Certificates in authorized denominations and the same
aggregate Percentage Interests, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute on behalf of the Trust and
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer satisfactory to the Trustee and the Certificate Registrar
duly executed by, the Holder thereof or his attorney duly authorized in writing.

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

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

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



                                      -63-
<PAGE>

                  (d) Except with respect to the initial transfer of the Private
Certificates by the Depositor, no transfer, sale, pledge or other disposition of
any Private Certificate shall be made unless such disposition is exempt from the
registration requirements of the Securities Act of 1933, as amended (the "1933
Act"), and any applicable state securities laws or is made in accordance with
the 1933 Act and laws. In the event of any such transfer, either (i) in the case
of a transfer made in reliance upon Rule 144A under the 1933 Act, the proposed
transferee shall deliver to the Trustee a completed investment letter, in
substantially the form attached hereto as Exhibit J-2 or (ii) in the case of any
other transfer, either (A) the Trustee and the Depositor shall require a written
Opinion of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act or is being made pursuant to
the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee or
the Depositor, or (B) the Trustee shall require the transferor to execute a
transferor certificate (in substantially the form attached hereto as Exhibit L)
and the transferee to execute an investment letter (in substantially the form
attached hereto as Exhibit J-1) acceptable to and in form and substance
reasonably satisfactory to the Depositor and the Trustee certifying to the
Depositor and the Trustee the facts surrounding such transfer, which investment
letter shall not be an expense of the Trustee or the Depositor. The Holder of a
Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee and the Depositor against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.

                  No transfer of an ERISA-Restricted Certificate shall be made
unless the Trustee and the Securities Administrator shall have received a
representation from the transferee of such Certificate, acceptable to and in
form and substance satisfactory to the Trustee, the Securities Administrator and
the Depositor (such requirement is satisfied only by the Trustee's and the
Securities Administrator's receipt of a representation letter from the
transferee substantially in the form of Exhibit I hereto, as appropriate), to
the effect that such transferee is not an employee benefit plan or arrangement
subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code,
or any materially similar provisions of applicable federal, state or local law
("Similar Law") nor a person acting on behalf of any such plan or arrangement
nor using the assets of any such plan or arrangement to effect such transfer.
For purposes of the preceding sentence, such representation shall be deemed to
have been made to the Trustee and the Securities Administrator by the acceptance
by a Certificate Owner of the beneficial interest in any such Class of
ERISA-Restricted Certificates, unless the Trustee and the Securities
Administrator shall have received from the transferee an alternative
representation acceptable in form and substance to the Depositor.
Notwithstanding anything else to the contrary herein, any purported transfer of
an ERISA-Restricted Certificate to or on behalf of an employee benefit plan
subject to ERISA, the Code or Similar Law shall be void and of no effect.

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

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

                           (ii) No Person shall acquire an Ownership Interest in
         a Class R Certificate unless such Ownership Interest is a pro rata
         undivided interest.



                                      -64-
<PAGE>

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

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

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

                           (iv) Any attempted or purported transfer of any
         Ownership Interest in a Class R Certificate in violation of the
         provisions of this Section shall be absolutely null and void and shall
         vest no rights in the purported transferee. If any purported transferee
         shall, in violation of the provisions of this Section, become a Holder
         of a Class R Certificate, then the prior Holder of such Class R
         Certificate that is a Permitted Transferee shall, upon discovery that
         the registration of transfer of such Class R Certificate was not in
         fact permitted by this Section, be restored to all rights as Holder
         thereof retroactive to the date of registration of transfer of such
         Class R Certificate. Neither the Trustee nor the Securities
         Administrator shall be under any liability to any Person for any
         registration of transfer of a Class R Certificate that is in fact not
         permitted by this Section or for making any distributions due on such
         Class R Certificate to the Holder thereof or taking any other action
         with respect to such Holder under the provisions of this Agreement so
         long as the Trustee and the Securities Administrator received the
         documents specified in clause (iii). The Trustee and the Securities
         Administrator shall be entitled to recover from any Holder of a Class R
         Certificate that was in fact not a Permitted Transferee at the time
         such distributions were made all distributions made on such Class R
         Certificate. Any such distributions so recovered by the Trustee shall
         be distributed and delivered by the Trustee to the prior Holder of such
         Class R Certificate that is a Permitted Transferee.

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

                           (vi) If any Person other than a Permitted Transferee
         acquires any Ownership Interest in a Class R Certificate in violation
         of the restrictions in this Section, then the Securities Administrator
         will provide to the Internal Revenue Service, and to the persons
         specified in Sections 860E(e)(3) and (6) of the Code, information
         needed to compute the tax imposed under Section 860E(e)(5) of the Code
         on transfers of residual interests to disqualified organizations. The
         Securities Administrator shall be entitled to reasonable compensation
         for providing such information from the person to whom it is provided.

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



                                      -65-
<PAGE>

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

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

                  Section 5.03      Mutilated, Destroyed, Lost or Stolen
                                    Certificates.

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

                  Section 5.04      Persons Deemed Owners.

                  The Servicer, the Depositor, the Trustee, the Securities
Administrator, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Securities Administrator, the Certificate
Registrar, any Paying Agent or the Trustee may treat the Person, including a
Depository, in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and 4.02 and for all other purposes whatsoever, and none of the Servicer, the
Trust, the Securities Administrator, the Trustee nor any agent of any of them
shall be affected by notice to the contrary.

                  Section 5.05      Appointment of Paying Agent.

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

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



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                                   ARTICLE VI

                         THE SERVICER AND THE DEPOSITOR

                  Section 6.01      Liability of the Servicer and the Depositor.

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

                  Section 6.02      Merger or Consolidation of, or Assumption of
                                    the Obligations of, the Servicer or the
                                    Depositor.

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

                  Section 6.03      Limitation on Liability of the Servicer and
                                    Others.

                  Neither the Servicer nor any of the directors or officers or
employees or agents of the Servicer shall be under any liability to the Trust or
the Certificateholders for any action taken or for refraining from the taking of
any action by the Servicer in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the
Servicer or any such Person against any liability which would otherwise be
imposed by reason of its willful misfeasance, bad faith or gross negligence in
the performance of duties of the Servicer or by reason of its reckless disregard
of its obligations and duties of the Servicer hereunder. The Servicer and any
director or officer or employee or agent of the 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. The Servicer and any director
or officer or employee or agent of the Servicer shall be indemnified by the
Trust and held harmless against any loss, liability or expense incurred in
connection with any legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense related to any specific Mortgage Loan
or Mortgage Loans (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement) and any loss, liability or
expense incurred by reason of its willful misfeasance, bad faith or negligence
in the performance of duties hereunder or by reason of its reckless disregard of
obligations and duties hereunder. The Servicer may undertake any such action
which it may deem necessary or desirable in respect of this Agreement, and the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the reasonable legal expenses and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust and the Servicer shall be entitled to be
reimbursed therefor only pursuant to Section 3.04. The Servicer's right to
indemnity or reimbursement pursuant to this Section shall survive any
resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with
respect to any losses, expenses, costs or liabilities arising prior to such
resignation or termination (or arising from events that occurred prior to such
resignation or termination). This paragraph shall apply to the Servicer solely
in its capacity as Servicer hereunder and in no other capacities.

                  Section 6.04      Servicer Not to Resign.

                  Subject to the provisions of Section 7.01 and Section 6.02,
the Servicer shall not resign from the obligations and duties hereby imposed on
it except (i) upon determination that the performance of its obligations or
duties hereunder are no longer permissible under applicable law or are in
material conflict by reason of applicable law with any other activities carried
on by it or its subsidiaries or Affiliates, the other activities of the Servicer
so causing such a conflict being of a type and nature carried on by the Servicer
or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon
satisfaction of the following conditions: (a) the Servicer has proposed a
successor servicer to the Trustee and the Securities Administrator in writing
and such proposed successor servicer is reasonably acceptable to the Trustee and
the Securities Administrator; and (b) each Rating Agency shall have delivered a
letter to the Trustee prior to the appointment of the successor servicer stating
that the proposed appointment of such successor servicer as Servicer hereunder
will not result in the reduction or withdrawal of the then current rating of the
Regular Certificates or the ratings that are in effect; provided, however, that
no such resignation by the Servicer shall become effective until such successor
servicer or, in the case of (i) above, the Securities Administrator shall have
assumed the Servicer's responsibilities and obligations hereunder or the
Securities Administrator shall have designated a successor servicer in
accordance with Section 7.02. Any such resignation shall not relieve the
Servicer of responsibility for any of the obligations specified in Sections 7.01
and 7.02 as obligations that survive the resignation or termination of the
Servicer. Any such determination permitting the resignation of the Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Trustee and the Securities Administrator.



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<PAGE>

                  Section 6.05      Delegation of Duties.

                  In the ordinary course of business, the Servicer at any time
may delegate any of its duties hereunder to any Person, including any of its
Affiliates, who agrees to conduct such duties in accordance with standards
comparable to those set forth in Section 3.01. Such delegation shall not relieve
the Servicer of its liabilities and responsibilities with respect to such duties
and shall not constitute a resignation within the meaning of Section 6.04.

                                  ARTICLE VII

                                     DEFAULT

                  Section 7.01      Servicer Events of Termination.

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

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

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

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

                           (iv) The Servicer shall voluntarily go into
         liquidation, consent to the appointment of a conservator or receiver or
         liquidator or similar person in any insolvency, readjustment of debt,
         marshalling of assets and liabilities or similar proceedings of or
         relating to the Servicer or of or relating to all or substantially all
         of its property; or a decree or order of a court or agency or
         supervisory authority having jurisdiction in the premises for the
         appointment of a conservator, receiver, liquidator or similar person in
         any insolvency, readjustment of debt, marshalling of assets and
         liabilities or similar proceedings, or for the winding-up or
         liquidation of its affairs, shall have been entered against the
         Servicer and such decree or order shall have remained in force
         undischarged, unbonded or unstayed for a period of 60 days; or the
         Servicer shall admit in writing its inability to pay its debts
         generally as they become due, file a petition to take advantage of any
         applicable insolvency or reorganization statute, make an assignment for
         the benefit of its creditors or voluntarily suspend payment of its
         obligations.



                                      -68-
<PAGE>

                  (b) Then, and in each and every such case, so long as a
Servicer Event of Termination shall not have been remedied within the applicable
grace period, (x) with respect solely to clause (i)(A) above, if such Advance is
not made by 2:00 P.M., New York time, on the Distribution Date, the Trustee may
terminate all of the rights and obligations of the Servicer under this Agreement
and the Securities Administrator, or a successor servicer appointed in
accordance with Section 7.02, shall immediately make such Advance and assume,
pursuant to Section 7.02, the duties of a successor Servicer and (y) in the case
of (i)(B), (ii), (iii), (iv) and (v) above, the Trustee shall, at the direction
of the Holders of each Class of Regular Certificates evidencing Percentage
Interests aggregating not less than 51%, by notice then given in writing to the
Servicer (and to the Trustee if given by Holders of Certificates), terminate all
of the rights and obligations of the Servicer as servicer under this Agreement.
Any such notice to the Servicer shall also be given to each Rating Agency and
the Depositor. On or after the receipt by the Servicer (and by the Trustee if
such notice is given by the Holders) of such written notice, all authority and
power of the Servicer under this Agreement, whether with respect to the
Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in
the Securities Administrator pursuant to and under this Section; and, without
limitation, the Securities Administrator is hereby authorized and empowered to
execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement of each
Mortgage Loan and Related Documents or otherwise. The Servicer agrees to
cooperate with the Securities Administrator (or the applicable successor
Servicer) in effecting the termination of the responsibilities and rights of the
Servicer hereunder, including, without limitation, the delivery to the
Securities Administrator of all documents and records requested by it to enable
it to assume the Servicer's functions under this Agreement within ten Business
Days subsequent to such notice, the transfer within one Business Day subsequent
to such notice to the Securities Administrator (or the applicable successor
Servicer) for the administration by it of all cash amounts that shall at the
time be held by the Servicer and to be deposited by it in the Collection
Account, the Distribution Account or any Escrow Account or that have been
deposited by the Servicer in such accounts or thereafter received by the
Servicer with respect to the Mortgage Loans or any REO Property received by the
Servicer (all unreimbursed Advances and Servicing Advances previously made by
the Servicer shall be deducted from all such funds prior to remittance of the
remaining funds to the Trustee). All reasonable costs and expenses (including
attorneys' fees) incurred in connection with transferring the servicing to the
successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section shall be paid by the predecessor Servicer upon
presentation of reasonable documentation of such costs and expenses.

                  In connection with any failure by the Servicer to make any
remittance required to be made by the Servicer to the Distribution Account on
the day and by the time such remittance is required to be made under the terms
of this Agreement (without giving effect to any grace or cure period), the
Servicer shall pay to the Securities Administrator for the account of the
Securities Administrator interest at the rate published in The Wall Street
Journal as the "Prime Rate" on any amount not timely remitted from and including
the day such remittance was required to be made to, but not including, the day
on which such remittance was actually made.

                  Section 7.02      Securities Administrator to Act; Appointment
                                    of Successor.

                  (a) Within 90 days of the time the Servicer (and the Trustee,
if notice is sent by the Holders) receives a notice of termination pursuant to
Section 7.01 or 6.04, the Securities Administrator (or such other successor
Servicer as is approved in accordance with this Agreement) shall be the
successor in all respects to the Servicer in its capacity as servicer under this
Agreement and the transactions set forth or provided for herein and shall be
subject to all the responsibilities, duties and liabilities relating thereto
placed on the Servicer by the terms and provisions hereof arising on and after
its succession. As compensation therefor, immediately upon assuming the duties
as a successor Servicer, the Securities Administrator (or such other successor
Servicer) shall be entitled to such compensation as the Servicer would have been
entitled to hereunder if no such notice of termination had been given.
Notwithstanding the above, (i) if the Securities Administrator is unwilling to
act as successor Servicer or (ii) if the Securities Administrator is legally
unable so to act, the Securities Administrator shall appoint or petition a court
of competent jurisdiction to appoint, any established housing and home finance
institution, bank or other mortgage loan or home equity loan servicer having a
net worth of not less than $50,000,000 as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer hereunder; provided, that the appointment of any
such successor Servicer will not result in the qualification, reduction or
withdrawal of the ratings assigned to the Certificates or the ratings that are
in effect by the Rating Agencies as evidenced by a letter to such effect from
the Rating Agencies. Pending appointment of a successor to the Servicer
hereunder, unless the Securities Administrator is prohibited by law from so
acting, the Securities Administrator shall act in such capacity as hereinabove
provided. In connection with such appointment and assumption, the successor
shall be entitled to receive compensation out of payments on Mortgage Loans in
an amount equal to the compensation which the Servicer would otherwise have
received pursuant to Section 3.18 (or such other compensation as the Securities
Administrator and such successor shall agree, not to exceed the Servicing Fee).
The successor servicer shall be entitled to withdraw from the Collection Account
all costs and expenses associated with the transfer of the servicing to the
successor servicer. The appointment of a successor servicer shall not affect any
liability of the predecessor Servicer which may have arisen under this Agreement
prior to its termination as Servicer to pay any deductible under an insurance
policy pursuant to Section 3.12 or to indemnify the Trustee and the Securities
Administrator pursuant to Section 3.26, nor shall any successor Servicer be
liable for any acts or omissions of the predecessor Servicer or for any breach
by such Servicer of any of its representations or warranties contained herein or
in any related document or agreement or for any of obligations to repurchase
Mortgage Loans. The Securities Administrator and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession.



                                      -69-
<PAGE>

                  (b) Any successor, including the Securities Administrator, to
the Servicer as servicer shall during the term of its service as servicer
continue to service and administer the Mortgage Loans for the benefit of
Certificateholders, and maintain in force a policy or policies of insurance
covering errors and omissions in the performance of its obligations as Servicer
hereunder and a Fidelity Bond in respect of its officers, employees and agents
to the same extent as the Servicer is so required pursuant to Section 3.12.

                  Section 7.03      Waiver of Defaults.

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

                  Section 7.04      Notification to Certificateholders.

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

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

                  Section 7.05      Survivability of Servicer Liabilities.

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



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                                  ARTICLE VIII

                  THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

                  Section 8.01      Duties of Trustee and Securities
                                    Administrator.

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

                  Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee and the Securities Administrator which are specifically required to be
furnished pursuant to any provision of this Agreement, the Trustee and the
Securities Administrator shall examine them to determine whether they conform on
their face to the requirements of this Agreement; provided, however, that
neither the Trustee nor the Securities Administrator shall be responsible for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Servicer, the
Seller or the Depositor hereunder. If any such instrument is found not to
conform on their face in any material respect to the requirements of this
Agreement, the Trustee shall notify the Certificateholders of such instrument in
the event that the Trustee, after so requesting, does not receive a
satisfactorily corrected instrument.

                  No provision of this Agreement shall be construed to relieve
the Trustee or the Securities 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 Servicer Event of
         Termination, and after the curing of all such Servicer Events of
         Termination which may have occurred, the duties and obligations of the
         Trustee and the Securities Administrator shall be determined solely by
         the express provisions of this Agreement, neither the Trustee nor the
         Securities Administrator shall be liable except for the performance of
         such duties and obligations as are specifically set forth in this
         Agreement, no implied covenants or obligations shall be read into this
         Agreement against the Trustee or the Securities Administrator and, in
         the absence of bad faith on the part of the Trustee or the Securities
         Administrator, the Trustee or the Securities Administrator,
         respectively, may conclusively rely, as to the truth of the statements
         and the correctness of the opinions expressed therein, upon any
         certificates or opinions furnished to the Trustee or the Securities
         Administrator and conforming to the requirements of this Agreement;

                           (ii) neither the Trustee nor the Securities
         Administrator shall be personally liable for an error of judgment made
         in good faith by a Responsible Officer of the Trustee or the Securities
         Administrator, unless it shall be proved that the Trustee or the
         Securities Administrator, respectively, was negligent in ascertaining
         or investigating the facts related thereto;

                           (iii) neither the Trustee nor the Securities
         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 Majority Certificateholders
         relating to the time, method and place of conducting any proceeding for
         any remedy available to the Trustee or the Securities Administrator, or
         exercising or omitting to exercise any trust or power conferred upon
         the Trustee or the Securities Administrator, under this Agreement; and

                           (iv) neither the Trustee nor the Securities
         Administrator shall be charged with knowledge of any failure by the
         Servicer to comply with the obligations of the Servicer referred to in
         clauses (i) and (ii) of Section 7.01 or any Servicer Event of
         Termination unless a Responsible Officer of the Trustee nor the
         Securities Administrator, respectively, obtains actual knowledge of
         such failure or the Trustee nor the Securities Administrator,
         respectively, receives written notice of such failure from the Servicer
         or the Majority Certificateholders.



                                      -71-
<PAGE>

                  Neither the Trustee nor the Securities 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 or the Securities Administrator
to perform, or be responsible for the manner of performance of, any of the
obligations of the Servicer under this Agreement, except during such time, if
any, as the Securities Administrator shall be the successor to, and be vested
with the rights, duties, powers and privileges of, the Servicer in accordance
with the terms of this Agreement.

                  Section 8.02      Certain Matters Affecting the Trustee and
                                    the Securities Administrator.

                  (a) Except as otherwise provided in Section 8.01:

                           (i) the Trustee and the Securities Administrator may
         request and rely upon, and shall be protected in acting or refraining
         from acting upon, any resolution, Officer's 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 the reasonable
         regulations as the Trustee may prescribe;

                           (ii) the Trustee and the Securities 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;

                           (iii) neither the Trustee nor the Securities
         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 the Certificateholders pursuant to
         the provisions of this Agreement, unless such Certificateholders shall
         have offered to the Trustee or the Securities Administrator, as the
         case may be, reasonable security or indemnity against the costs,
         expenses and liabilities which may be incurred therein or thereby; the
         right of the Trustee or the Securities Administrator to perform any
         discretionary act enumerated in this Agreement shall not be construed
         as a duty, and neither the Trustee nor the Securities Administrator
         shall be answerable for other than its negligence or willful misconduct
         in the performance of any such act;

                           (iv) neither the Trustee nor the Securities
         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 Servicer Event of
         Termination and after the curing of all Servicer Events of Termination
         which may have occurred, neither the Trustee nor the Securities
         Administrator shall be bound to make any investigation into the facts
         or matters stated in any resolution, certificate, statement,
         instrument, opinion, report, notice, request, consent, order, approval,
         bond or other paper or 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 Securities
         Administrator of the costs, expenses or liabilities likely to be
         incurred by it in the making of such investigation is, in the opinion
         of the Trustee or the Securities Administrator, not reasonably assured
         to the Trustee or the Securities Administrator by the security afforded
         to it by the terms of this Agreement, the Trustee or the Securities
         Administrator may require reasonable indemnity against such cost,
         expense or liability as a condition to such proceeding. The reasonable
         expense of every such examination following the occurrence of a
         Servicer Event of Termination shall be paid by the Servicer or, if paid
         by the Trustee or the Securities Administrator, shall be reimbursed by
         the Servicer upon demand. Nothing in this clause (v) shall derogate
         from the obligation of the Servicer to observe any applicable law
         prohibiting disclosure of information regarding the Mortgagors;



                                      -72-
<PAGE>

                           (vi) neither the Trustee nor the Securities
         Administrator shall be accountable, or shall have any liability, and
         neither of them makes any representation as to any acts or omissions
         hereunder of the Servicer until, in the case of the Securities
         Administrator, such time as the Securities Administrator may be
         required to act as Servicer pursuant to Section 7.02 and thereupon only
         for the acts or omissions of the Securities Administrator as successor
         Servicer;

                           (vii) each of the Trustee and the Securities
         Administrator may execute any of the trusts or powers hereunder or
         perform any duties hereunder either directly or by or through agents or
         attorneys, or a custodian or Independent Contractor in connection with
         REO Property; provided that neither the Trustee nor the Securities
         Administrator shall be responsible for any misconduct or negligence on
         the part of any agent or Independent Contractor or custodian appointed
         and supervised, or attorney appointed with due care; and

                           (viii) the right of the Trustee or the Securities
         Administrator to perform any discretionary act enumerated in this
         Agreement shall not be construed as a duty, and neither the Trustee nor
         the Securities Administrator shall be answerable for other than its
         negligence or willful misconduct in the performance of such act.

                  Section 8.03      Trustee and Securities Administrator Not
                                    Liable for Certificates or Mortgage Loans.

                  The recitals contained herein and in the Certificates (other
than the authentication of the Trustee on the Certificates) shall be taken as
the statements of the Depositor, and neither the Trustee nor the Securities
Administrator assumes any responsibility for the correctness of the same.
Neither the Trustee nor the Securities Administrator makes any representations
as to the validity or sufficiency of this Agreement or of the Certificates
(other than the signature and authentication of the Trustee on the Certificates,
in the case of the Trustee) or of any Mortgage Loan or Related Document. Neither
the Trustee nor the Securities Administrator shall be accountable for the use or
application by the Servicer, or for the use or application of any funds paid to
the Servicer in respect of the Mortgage Loans or deposited in or withdrawn from
the Collection Account by the Servicer. Neither the Trustee nor the Securities
Administrator shall at any time have any responsibility or liability for or with
respect to the legality, validity and enforceability of any Mortgage or any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency
of the Trust or its ability to generate the payments to be distributed to
Certificateholders under this Agreement, including, without limitation: the
existence, condition and ownership of any Mortgaged Property; the existence and
enforceability of any hazard insurance thereon (other than the Securities
Administrator's responsibility if the Securities Administrator shall assume the
duties of the Servicer pursuant to Section 7.02); the validity of the assignment
of any Mortgage Loan to the Trustee or of any intervening assignment; the
completeness of any Mortgage Loan; the performance or enforcement of any
Mortgage Loan (other than the Securities Administrator's responsibility if the
Securities Administrator shall assume the duties of the Servicer pursuant to
Section 7.02); the compliance by the Depositor or the Servicer with any warranty
or representation made under this Agreement or in any related document or the
accuracy of any such warranty or representation (except, in the case of the
Trustee, after receipt of notice of any non-compliance therewith or any breach
thereof); any investment of monies by or at the direction of the Servicer or any
loss resulting therefrom, it being understood that the Trustee shall remain
responsible for any Trust property that it may hold in its individual capacity;
the acts or omissions of any of the Servicer (other than the Securities
Administrator's responsibility if the Securities Administrator shall assume the
duties of the Servicer pursuant to Section 7.02), or any Mortgagor; any action
of the Servicer (other than the Securities Administrator's responsibility if the
Securities Administrator shall assume the duties of the Servicer pursuant to
Section 7.02), taken in the name of the Trust; the failure of the Servicer to
act or perform any duties required of it as agent of the Trust hereunder (other
than the Securities Administrator's responsibility if the Securities
Administrator shall assume the duties of the Servicer pursuant to Section 7.02);
or any action by the Trustee or the Securities Administrator taken at the
instruction of the Servicer (other than the Securities Administrator's
responsibility if the Securities Administrator shall assume the duties of the
Servicer pursuant to Section 7.02); provided, however, that the foregoing shall
not relieve the Trustee or the Securities Administrator of its obligation to
perform their respective duties under this Agreement, including, without
limitation, the Trustee's duty to review the Mortgage Files pursuant to Section
2.01. The Trustee shall have no responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it
hereunder.



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                  Section 8.04      Trustee and Securities Administrator May Own
                                    Certificates.

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

                  Section 8.05      Trustee and Securities Administrator Fees
                                    and Expenses.

                  The Securities Administrator shall be entitled to the
Securities Administration Fee plus investment income on funds on deposit in the
Distribution Account as set forth in Section 3.25. The fees and expenses of the
Trustee shall be paid in accordance with a side letter agreement between the
Trustee and the Securities Administrator. The Trustee shall withdraw from the
Distribution Account on each Distribution Date and pay to the Securities
Administrator the Securities Administration Fee pursuant to Section 4.01(i). The
Trust shall reimburse the Trustee and the Securities Administrator for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
or the Securities Administrator in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ),
pursuant to Section 4.01(ii), except any such expense, disbursement or advance
as may arise from its negligence or bad faith or which is the responsibility of
Certificateholders or the Trustee or Securities Administrator hereunder. In
addition, the Trustee, the Securities Administrator and their respective
officers, directors, employees and agents shall be indemnified by the Trust
from, and held harmless against, any and all losses, liabilities, damages,
claims or expenses incurred in connection with any legal action relating to this
Agreement or the Certificates, other than any loss, liability or expense (i)
that constitutes a specific liability of the Trustee or the Securities
Administrator under this Agreement or (ii) incurred by reason of willful
misfeasance, bad faith or negligence of the Trustee or Securities Administrator
in the performance of their respective duties hereunder or by reason of the
Trustee's or the Securities Administrator's, as the case may be, reckless
disregard of obligations and duties hereunder. Subject to the provisions of this
Article VIII, the Trustee and its officers, directors, employees and agents
shall be indemnified by the Securities Administrator from, and held harmless
against, any and all losses, liabilities, damages, claims or expenses incurred
by the Trustee in connection with or arising out of the acts or omissions of the
Securities Administrator under this Agreement. Subject to the provisions of this
Article VIII, the Securities Administrator and its officers, directors,
employees and agents shall be indemnified by the Trustee from, and held harmless
against, any and all losses, liabilities, damages, claims or expenses incurred
by the Securities Administrator in connection with or arising out of the acts or
omissions of the Trustee under this Agreement. This Section shall survive
termination of this Agreement or the resignation or removal of any Trustee or
Securities Administrator hereunder.

                  Section 8.06      Eligibility Requirements for Trustee and
                                    Securities Administrator.

                  Each of the Trustee and the Securities Administrator 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 a minimum long-term debt rating of BBB by Fitch and S&P
and Baa3 by Moody's and a long term debt rating of at least A1 or better by
Moody's, and subject to supervision or examination by federal or state
authority. If such entity publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 8.06, the combined capital and
surplus of such entity shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. The principal
office of the Trustee and the Securities Administrator (other than the initial
Trustee or Securities Administrator) shall be in a state with respect to which
an Opinion of Counsel has been delivered to such Trustee at the time such
Trustee or Securities Administrator is appointed Trustee or Securities
Administrator 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 Securities
Administrator shall cease to be eligible in accordance with the provisions of
this Section 8.06, the Trustee or Securities Administrator shall resign
immediately in the manner and with the effect specified in Section 8.07.



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                  Section 8.07      Resignation or Removal of Trustee and
                                    Securities Administrator.

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

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

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

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

                  Section 8.08      Successor Trustee and Successor Securities
                                    Administrator.

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

                  No successor Trustee or Securities Administrator shall accept
appointment as provided in this Section 8.08 unless at the time of such
acceptance such successor Trustee or Securities Administrator shall be eligible
under the provisions of Section 8.06 and the appointment of such successor
Trustee or Securities 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
Securities Administrator as provided in this Section 8.08, the successor Trustee
or Securities Administrator shall mail notice of the appointment of a successor
Trustee or Securities Administrator hereunder to all Holders of Certificates at
their addresses as shown in the Certificate Register and to each Rating Agency.



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                  Section 8.09      Merger or Consolidation of Trustee or
                                    Securities Administrator.

                  Any entity into which the Trustee or the Securities
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 Securities Administrator shall be a party, or any entity
succeeding to the business of the Trustee or the Securities Administrator, shall
be the successor of the Trustee or the Securities Administrator hereunder,
provided such entity shall be eligible under the provisions of Section 8.06 and
8.08, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.

                  Section 8.10      Appointment of Co-Trustee or Separate
                                    Trustee.

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

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

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

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

                           (iii) the Securities Administrator and the Trustee,
         acting jointly, may at any time accept the resignation of or remove any
         separate trustee or co-trustee.

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



                                      -76-
<PAGE>

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

                  Section 8.11      Limitation of Liability.

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

                   Section 8.12      Trustee May Enforce Claims Without
                                     Possession of Certificates.

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

                  (b) The Trustee shall afford the Seller, the Depositor, the
Servicer, the Securities Administrator and each Certificateholder upon two
Business Days notice during normal business hours, access to all records
maintained by the Trustee in respect of its duties hereunder and access to
officers of the Trustee responsible for performing such duties. Upon request,
the Trustee shall furnish the Depositor, the Servicer, the Securities
Administrator and any requesting Certificateholder with its most recent
financial statements. The Trustee shall cooperate fully with the Seller, the
Servicer, the Depositor, the Securities Administrator and such Certificateholder
and shall make available to the Seller, the Servicer, the Depositor, the
Securities Administrator and such Certificateholder for review and copying at
the expense of the party requesting such copies, such books, documents or
records as may be requested with respect to the Trustee's duties hereunder. The
Seller, the Depositor, the Servicer, the Securities Administrator and the
Certificateholders shall not have any responsibility or liability for any action
or failure to act by the Trustee and are not obligated to supervise the
performance of the Trustee under this Agreement or otherwise.

                  Section 8.13      Suits for Enforcement.

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

                  Section 8.14      Waiver of Bond Requirement.

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



                                      -77-
<PAGE>

                  Section 8.15      Waiver of Inventory, Accounting and
                                    Appraisal Requirement.

                  The Trustee shall be relieved of, and each Certificateholder
hereby waives, any requirement of any jurisdiction in which the Trust, or any
part thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.

                  Section 8.16      Appointment of Custodian.

                  The Trustee may at any time on or after the Closing Date, with
the consent of the Depositor and the Servicer, appoint one or more Custodians to
hold all or a portion of the Mortgage Files as agent for the Trustee, by
entering into a custodial agreement in a form acceptable to the Depositor and
the Servicer. Subject to this Article VIII, the Trustee agrees to comply with
the terms of each custodial agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Certificateholders. Each
Custodian will be a depositary institution subject to supervision by federal or
state authority, shall have a combined capital and surplus of at least
$10,000,000 and shall be qualified to do business in the jurisdiction in which
it holds any Mortgage File and afforded the same protections hereunder as the
Trustee.

                                   ARTICLE IX

                     REMIC AND GRANTOR TRUST ADMINISTRATION

                  Section 9.01      REMIC Administration.

                  (a) The Trustee shall make or cause to be made REMIC elections
for each of REMIC 1, REMIC 2, REMIC 3, REMIC 4, and REMIC 5 as set forth in the
Preliminary Statement on Forms 1066 as prepared by the Securities Administrator
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 Securities Administrator shall prepare such Forms 1066 and any other
appropriate federal tax or information return and deliver them to the Trustee on
a timely basis for the Trustee's execution. The Trustee shall execute and file
such forms. The regular interests and residual interest in each REMIC shall be
as designated in the Preliminary Statement.

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

                  (c) The Securities Administrator shall pay any and all tax
related expenses (not including taxes) of each REMIC, including but not limited
to any professional fees or expenses related to audits or any administrative or
judicial proceedings with respect to such REMIC that involve the Internal
Revenue Service or state tax authorities, but only to the extent that (i) such
expenses are ordinary or routine expenses, including expenses of a routine audit
but not expenses of litigation (except as described in (ii)); or (ii) such
expenses or liabilities (including taxes and penalties) that are attributable to
the negligence or willful misconduct of the Servicer in fulfilling its duties
hereunder. The Securities Administrator shall be entitled to reimbursement of
expenses to the extent provided in clause (i) above from the Trust Fund pursuant
to Sections 4.01(ii) and 8.05 and from the Servicer for expenses described in
clause (ii) above.

                  (d) The Securities Administrator shall prepare or cause to be
prepared, sign and file or cause to be filed, each REMIC's federal and state tax
and information returns as such REMIC's direct representative. The expenses of
preparing and filing such returns shall be borne by the Securities
Administrator. The Securities Administrator will apply for an Employer
Identification Number from the Internal Revenue Service via a form SS-4 or any
other acceptable method for all tax entities and will also file a Form 8811 with
respect to such entities with the Internal Revenue Service.



                                      -78-
<PAGE>

                  (e) The Holder of the Class R Certificates holding the largest
Percentage Interest shall be the "tax matters person" as defined in the REMIC
Provisions (the "Tax Matters Person") with respect to each REMIC, and the
Securities Administrator is irrevocably designated as and shall act as
attorney-in-fact and agent for such Tax Matters Person for each REMIC (the "Tax
Administrator"). The Securities Administrator, as agent for the Tax Matters
Person, shall perform, on behalf of each REMIC, all reporting and other tax
compliance duties that are the responsibility of such REMIC under the Code, the
REMIC Provisions, or other compliance guidance issued by the Internal Revenue
Service or any state or local taxing authority. Among its other duties, if
required by the Code, the REMIC Provisions, or other such guidance, the
Securities 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.

                  (f) The Trustee, the Securities Administrator, the Servicer,
and the Holders of Certificates shall take any action or cause any REMIC to take
any action necessary to create or maintain the status of such 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 Securities Administrator, the
Servicer, nor the Holder of any Residual Certificate shall take any action or
cause any 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 such REMIC as a REMIC or (ii)
result in the imposition of a tax upon such REMIC (including but not limited to
the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the
tax on prohibited contributions set forth on Section 860G(d) of the Code)
(either such event, an "Adverse REMIC Event") unless the Securities
Administrator, the Trustee and the Servicer have received an Opinion of Counsel
(at the expense of the party seeking to take such action), upon which they may
conclusively rely, to the effect that the contemplated action will not endanger
such status or result in the imposition of such a tax. In addition, prior to
taking any action with respect to any REMIC or the assets therein, or causing
such REMIC to take any action, which is not expressly permitted under the terms
of this Agreement, any Holder of a Residual Certificate will consult with the
Securities Administrator, the Trustee and the Servicer, or their respective
designees, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to such REMIC, and no such Person
shall take any such action or cause such REMIC to take any such action as to
which the Securities Administrator, the Trustee or the Servicer has advised it
in writing that an Adverse REMIC Event could occur.

                  (g) Each Holder of a Residual Certificate shall pay when due
its pro rata share of any and all taxes imposed on any REMIC by federal or state
governmental authorities. To the extent that such REMIC taxes are not paid by
Residual Certificateholders, the Securities Administrator shall instruct the
Trustee to pay, and the Trustee shall pay, any remaining REMIC taxes out of
current or future amounts otherwise distributable to the Holder of the Residual
Certificate in each REMIC or, if no such amounts are available, out of other
amounts held in the Collection Account, and shall reduce amounts otherwise
payable to Holders of the REMIC Regular Interests or the Certificates, as the
case may be.

                  (h) The Securities Administrator, as agent for the Tax Matters
Person, shall, for federal income tax purposes, maintain or cause to be
maintained books and records with respect to each REMIC on a calendar year and
on an accrual basis.

                  (i) No additional contributions of assets shall be made to any
REMIC, except as expressly provided in this Agreement with respect to Eligible
Substitute Mortgage Loans.

                  (j) Neither the Trustee, the Securities Administrator, nor the
Servicer shall enter into any arrangement by which any REMIC will receive a fee
or other compensation for services.

                  Section 9.02      Prohibited Transactions and Activities.

                  Neither the Seller, the Depositor, the Servicer nor the
Trustee shall sell, dispose of, or substitute for any of the Mortgage Loans,
except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii)
the bankruptcy of the Trust Fund, (iii) the termination of any REMIC pursuant to
Article X of this Agreement, (iv) a substitution pursuant to Article II of this
Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this
Agreement, nor acquire any assets for any REMIC, nor sell or dispose of any
investments in the Distribution Account for gain, nor accept any contributions
to any 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 such REMIC 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 such REMIC to be subject to a tax on prohibited transactions or
prohibited contributions pursuant to the REMIC Provisions.



                                      -79-
<PAGE>

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

                  In the event that any REMIC formed hereunder 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 Servicer of its duties
and obligations set forth herein, the Servicer shall indemnify the Holder of the
related Residual Certificate against any and all losses, claims, damages,
liabilities or expenses ("Losses") resulting from such negligence; provided,
however, that the Servicer shall not be liable for any such Losses attributable
to the action or inaction of the Trustee, the Securities Administrator, 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 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 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 Servicer of its duties and obligations set forth
herein, and (3) for any special or consequential damages to Certificateholders
(in addition to payment of principal and interest on the Certificates).

                  Section 9.04      REO Property.

                  (a) Subject to compliance with applicable laws and regulations
as shall at any time be in force, and notwithstanding any other provision of
this Agreement, the Servicer, acting on behalf of the Trust hereunder, shall not
rent, lease, or otherwise earn income on behalf of any REMIC with respect to any
REO Property which might cause such REO Property to fail to qualify as
"foreclosure" property within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by any REMIC of any "income from non-permitted assets"
within the meaning of Section 860F(a)(2) of the Code or any "net income from
foreclosure property" which is subject to tax under the REMIC Provisions unless
the Servicer has advised the Trustee in writing to the effect that, under the
REMIC Provisions, such action would not adversely affect the status of any REMIC
as a REMIC and any income generated for such REMIC by the REO Property would not
result in the imposition of a tax upon such REMIC.

                  (b) The Servicer shall make reasonable efforts to sell any REO
Property for its fair market value. In any event, however, the Servicer shall
dispose of any REO Property before the close of the third calendar year
beginning after the year of its acquisition by the Trust Fund unless the
Servicer has received a grant of extension from the Internal Revenue Service to
the effect that, under the REMIC Provisions and any relevant proposed
legislation and under applicable state law, any REMIC may hold REO Property for
a longer period without adversely affecting its REMIC status or causing the
imposition of a Federal or state tax upon any REMIC. If the Servicer has
received such an extension, then the Servicer shall continue to attempt to sell
the REO Property for its fair market value as determined in good faith by the
Servicer for such longer period as such extension permits (the "Extended
Period"). If the Servicer has not received such an extension and the Servicer is
unable to sell the REO Property by September 30 of the third year after its
acquisition by the Trust Fund or if the Servicer has received such an extension,
and the Servicer is unable to sell the REO Property within the period ending
three months before the close of the Extended Period, the Servicer shall, before
the end of the applicable period, (i) purchase such REO Property at a price
equal to the REO Property's fair market value as determined in good faith by the
Servicer or (ii) auction the REO Property to the highest bidder (which may be
the Servicer) in an auction reasonably designed to produce a fair price prior to
the expiration of the applicable period.



                                      -80-
<PAGE>

                  Section 9.05      Grantor Trust Administration.

                  The parties intend that the portions of the Trust Fund
consisting of the right of the Class P Certificates to receive Prepayment
Charges and Servicer Prepayment Charge Payment Amounts shall be treated as a
"grantor trust" under the Code, and the provisions hereof shall be interpreted
consistently with this intention. In furtherance of such intention, the
Securities Administrator shall furnish or cause to be furnished to the Holders
of the Class P Certificates and shall file or cause to be filed with the
Internal Revenue Service together with Form 1041 or such other form as may be
applicable, their allocable shares of income with respect to the property held
by the Grantor Trust, at the time or times and in the manner required by the
Code.

                                   ARTICLE X

                                   TERMINATION

                  Section 10.01     Termination.

                  (a) The respective obligations and responsibilities of the
Servicer, the Depositor, the Securities Administrator and the Trustee created
hereby (other than the obligation of the Trustee to make certain payments to
Certificateholders after the final Distribution Date and the obligation of the
Servicer to send certain notices as hereinafter set forth and other than as set
forth in Section 7.05) shall terminate upon written notice to the Trustee upon
the earliest of (i) the Distribution Date on which the Certificate Principal
Balance of each Class of Certificates has been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, and (iii)
the optional purchase by the Majority Class CE Certificateholders or the
Servicer of the Mortgage Loans as described below. Notwithstanding the
foregoing, in no event shall the trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James, living on the date hereof.

                  The Majority Class CE Certificateholders may, at its option,
or if such option is not exercised by the Majority Class CE Certificateholders,
the Servicer may, terminate the Trust Fund and retire the Offered Certificates
on the next succeeding Distribution Date upon which the aggregate current Pool
Balance is less than 10% of the aggregate Pool Balance of the Mortgage Loans as
of the Cut-off Date by purchasing all of the outstanding (i) Mortgage Loans in
the Trust Fund at a price equal to the sum of the outstanding Principal Balance
of the Mortgage Loans and except to the extent previously advanced by the
Servicer, accrued and unpaid interest thereon at the weighted average of the
Mortgage Interest Rates through the end of the Due Period preceding the final
Distribution Date plus unreimbursed Servicing Advances, Advances and any unpaid
Servicing Fees allocable to such Mortgage Loans and (ii) REO Properties in the
Trust Fund at a price equal to their fair market value as determined in good
faith by the Servicer (the "Termination Price").

                  In connection with any such purchase pursuant to the preceding
paragraph, the Servicer shall deliver to the Trustee for deposit in the
Distribution Account all amounts then on deposit in the Collection Account (less
amounts permitted to be withdrawn by the Servicer pursuant to Section 3.07),
which deposit shall be deemed to have occurred immediately following such
purchase.

                  Any such purchase shall be accomplished by delivery to the
Trustee for deposit into the Distribution Account as part of Available Funds on
the Determination Date before such Distribution Date of the Termination Price.

                  (b) Notice of any termination, specifying the Distribution
Date (which shall be a date that would otherwise be a Distribution Date) upon
which the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee upon the Trustee receiving written notice of such date from the
Servicer, by letter to the Certificateholders and the Securities Administrator
mailed not earlier than the 15th day of the month preceding the month of such
final distribution and not later than the 15th day of the month of such final
distribution specifying (1) the Distribution Date upon which final distribution
of the Certificates will be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein designated, (2) the
amount of any such final distribution and (3) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distributions being made
only upon presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.

                  (c) Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed to the Holders of the Certificates on the
Distribution Date for such final distribution, in proportion to the Percentage
Interests of their respective Class and to the extent that funds are available
for such purpose, an amount equal to the amount required to be distributed to
such Holders in accordance with the provisions of Sections 4.01 and 4.02 for
such Distribution Date.



                                      -81-
<PAGE>

                  (d) In the event that all Certificateholders shall not
surrender their Certificates for final payment and cancellation on or before
such final Distribution Date, the Trustee shall promptly following such date
cause all funds in the Distribution Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Servicer (if the
Servicer has exercised its right to purchase the Mortgage Loans) or the Trustee
(in any other case) shall give a second written notice to the remaining
Certificateholders, to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within nine months after the
second notice all the Certificates shall not have been surrendered for
cancellation, the Class R Certificateholders shall be entitled to all unclaimed
funds and other assets which remain subject hereto, and the Trustee upon
transfer of such funds shall be discharged of any responsibility for such funds,
and the Certificateholders shall look to the Class R Certificateholders for
payment.

                  Section 10.02     Additional Termination Requirements.

                  (a) In the event that the Servicer exercises its purchase
option as provided in Section 10.01, the Trust shall be terminated in accordance
with the following additional requirements, unless the Trustee shall have been
furnished with an Opinion of Counsel to the effect that the failure of the Trust
to comply with the requirements of this Section will not (i) result in the
imposition of taxes on "prohibited transactions" of the Trust as defined in
Section 860F of the Code or (ii) cause any REMIC constituting part of the Trust
Fund to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

                           (i) The Trustee shall designate a date within 90 days
         prior to the final Distribution Date as the date of adoption of plans
         of complete liquidation of each of REMIC 1, REMIC 2, REMIC 3, REMIC 4
         and REMIC 5 and shall specify such date in the final federal income tax
         return of each REMIC;

                           (ii) After the date of adoption of such plans of
         complete liquidation and at or prior to the final Distribution Date,
         the Trustee shall sell all of the assets of the Trust to the Servicer
         for cash; and

                           (iii) At the time of the making of the final payment
         on the Certificates, the Trustee shall distribute or credit, or cause
         to be distributed or credited in the following order of priority (A) to
         the Holders of each of the Class A, AIO, Class M-1, Class M-2, Class
         M-3, and Class B Certificates, the related Certificate Principal
         Balance, as applicable, plus one month's interest thereon at the
         applicable Pass-Through Rate, (B) to the Class CE Certificates, the
         amount of any remaining Monthly Excess Cash Flow Amounts not previously
         distributed thereon, (C) to the remaining REMIC Regular Interests the
         amounts allocable thereto pursuant to Sections 4.02(b) and 4.09 and (D)
         to the Class R Certificateholders, all cash on hand after such payment
         (other than cash retained to meet claims) and the Trust shall terminate
         at such time.

                  (b) By their acceptance of Certificates, the Holders thereof
hereby agree to appoint the Trustee as their attorney in fact to: (i) designate
such date of adoption of plans of complete liquidation and (ii) to take such
other action in connection therewith as may be reasonably required to carry out
such plans of complete liquidation all in accordance with the terms hereof.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  Section 11.01     Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Servicer, the Securities Administrator and the Trustee; and
without the consent of the Certificateholders, (i) to cure any ambiguity, (ii)
to correct or supplement any provisions herein which may be defective or
inconsistent with any other provisions herein or (iii) 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,
however, that any such action listed in clause (i) through (iii) above shall not
adversely affect in any respect the interests of any Certificateholder, as
evidenced by (i) notice in writing to the Depositor, the Servicer, the
Securities Administrator and the Trustee from the Rating Agencies that such
action will not result in the reduction or withdrawal of the rating of any
outstanding Class of Certificates with respect to which it is a Rating Agency,
or (ii) an Opinion of Counsel delivered to the Servicer and the Trustee.



                                      -82-
<PAGE>

                  In addition, this Agreement may be amended from time to time
by the Depositor, the Servicer, the Securities Administrator and the Trustee,
with the consent of the Majority Certificateholders for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment or waiver shall (x)
reduce in any manner the amount of, or delay the timing of, payments on the
Certificates which are required to be made on any Certificate without the
consent of the Holder of such Certificate, (y) adversely affect in any material
respect the interests of the Holders of any Class of Certificates in a manner
other than as described in clause (x) above, without the consent of the Holders
of Certificates of such Class evidencing at least a 66% Percentage Interest in
such Class, or (z) reduce the percentage of Voting Rights required by clause (y)
above without the consent of the Holders of all Certificates of such Class then
outstanding. Upon approval of an amendment, a copy of such amendment shall be
sent to the Rating Agencies.

                  Notwithstanding any provision of this Agreement to the
contrary, the Trustee shall not consent to any amendment to this Agreement
unless it shall have first received an Opinion of Counsel upon which it may
conclusively rely, delivered by (and at the expense of) the Person seeking such
Amendment, to the effect that such amendment will not result in the imposition
of a tax on any REMIC constituting part of the Trust Fund pursuant to the REMIC
Provisions or cause any REMIC constituting part of the Trust to fail to qualify
as a REMIC at any time that any Certificates are outstanding, that the execution
of the amendment is authorized or permitted by this Agreement and that all
conditions precedent to the execution of the amendment have been satisfied.

                  Promptly after the execution of any such amendment the Trustee
shall furnish, at the expense of the Person that requested the amendment if such
Person is the Servicer (but in no event at the expense of the Trustee),
otherwise at the expense of the Trust, a copy of such amendment and the Opinion
of Counsel referred to in the immediately preceding paragraph to the Servicer
and each Rating Agency.

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

                  Each of the Trustee and the Securities Administrator may, but
shall not be obligated to, enter into any amendment pursuant to this 11.01
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 Servicer at the expense of the Trust, but only upon direction of
Certificateholders, accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.

                  For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument.



                                      -83-
<PAGE>

                  Section 11.03     Limitation on Rights of Certificateholders.

                  The death or incapacity of any Certificateholder shall not (i)
operate to terminate this Agreement or the Trust, (ii) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust, or (iii) otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

                  Except as expressly provided for herein, no Certificateholder
shall have any right to vote or in any manner otherwise control the operation
and management of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth or contained in the terms of the Certificates be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

                  No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as herein provided, and unless also the Holders
of Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 15 days after
its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding. It is understood
and intended, and expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03 each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

                  Section 11.04     Governing Law; Jurisdiction.

                  This Agreement shall be construed in accordance with the laws
of the State of New York, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws. With respect
to any claim arising out of this Agreement, each party irrevocably submits to
the exclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in The City of New
York, and each party irrevocably waives any objection which it may have at any
time to the laying of venue of any suit, action or proceeding arising out of or
relating hereto brought in any such courts, irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought
in any inconvenient forum and further irrevocably waives the right to object,
with respect to such claim, suit, action or proceeding brought in any such
court, that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.

                  Section 11.05     Notices.

                  All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first Class mail, postage prepaid, or by express delivery service,
to (a) in the case of the Trustee, First Union National Bank, 401 South Tryon
Street, 12th Floor, NC1179, Charlotte, NC 28288-1179, Attention: Structured
Finance Trust Services - ABFC 2002-WF1, or such other address as may hereafter
be furnished to the Depositor, the Securities Administrator and the Servicer in
writing by the Trustee, (b) in the case of the Depositor, Asset Backed Funding
Corporation, 100 North Tryon Street, 11th Floor, Charlotte, N.C. 28255
Attention: ABFC Mortgage Loan Asset-Backed Certificates, Series 2002-WF1, or
such other address as may be furnished to the Servicer, the Securities
Administrator and the Trustee in writing by the Depositor, (c) in the case of
the Securities Administrator, Wells Fargo Bank Minnesota, National Association,
11000 Broken Land Parkway, Columbia, Maryland 21044-3562, Attention: Client
Manager-ABFC, Series 2002-1, or to such other address as may hereafter be
furnished to the Depositor, the Servicer and the Trustee by the Securities
Administrator, and in the case of the Servicer, Wells Fargo Home Mortgage, Inc.,
Legal Dept. - MACX 2401-06T, 1 Home Campus, Des Moines, Iowa 50328, Attention:
General Counsel and Wells Fargo Home Mortgage, Inc. Investor Services MAC
#X2401-042, John B. Brown, or such other address as may be furnished to the
Depositor, the Securities Administrator and the Trustee in writing by the
Servicer. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first Class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Notice of any Servicer Event of
Termination shall be given by telecopy and by certified mail. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have duly been given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder shall also be mailed to the appropriate party in the manner
set forth above.



                                      -84-
<PAGE>

                  Section 11.06     Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall for any reason whatsoever be held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

                  Section 11.07     Article and Section References.

                  All article and Section references used in this Agreement,
unless otherwise provided, are to articles and sections in this Agreement.

                  Section 11.08     Notice to the Rating Agencies.

                  (a) Each of the Trustee and the Securities Administrator shall
be obligated to use its best reasonable efforts promptly to provide notice to
the Rating Agencies with respect to each of the following of which a Responsible
Officer of the Trustee or Securities Administrator, as the case may be, has
actual knowledge:

                           (i) any material change or amendment to this
         Agreement;

                           (ii) the occurrence of any Servicer Event of
         Termination that has not been cured or waived;

                           (iii) the resignation or termination of the Servicer,
         the Securities Administrator or the Trustee;

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

                           (v) any change in the location of any Account; and

                           (vi) if the Securities Administrator is acting as
         successor Servicer pursuant to Section 7.02 hereof, any event that
         would result in the inability of the Securities Administrator to make
         Advances.

                  (b) In addition, the Securities Administrator shall promptly
furnish to each Rating Agency copies of the following:

                                    (A) each annual statement as to compliance
                  of the Servicer described in Section 3.19 hereof;

                                    (B) each annual independent public
                  accountants' servicing report as to the Servicer described in
                  Section 3.20 hereof; and



                                      -85-
<PAGE>

                                    (C) each notice delivered pursuant to
                  Section 7.01(a) hereof which relates to the fact that the
                  Servicer has not made an Advance.

                  Any such notice pursuant to this Section 11.08 shall be in
writing and shall be deemed to have been duly given if personally delivered or
mailed by first Class mail, postage prepaid, or by express delivery service to
Standard & Poor's, 55 Water Street, 15th Floor, New York, NY 10041, Attention:
Leslie Albergo; Fitch, Inc., State Street Plaza, New York, New York 10004,
Attention: Christopher Schiavone; and Moody's Investors Service, Inc., 99 Church
Street, New York, New York 10007, Attention: Residential Mortgage Monitoring
Group.

                  Section 11.09     Further Assurances.

                  Notwithstanding any other provision of this Agreement, neither
the Regular Certificateholders nor the Trustee shall have any obligation to
consent to any amendment or modification of this Agreement unless they have been
provided reasonable security or indemnity against their out-of-pocket expenses
(including reasonable attorneys' fees) to be incurred in connection therewith.

                  Section 11.10     Benefits of Agreement.

                  Nothing in this Agreement or in the Certificates, expressed or
implied, shall give to any Person, other than the Certificateholders and the
parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Agreement.

                  Section 11.11     Acts of Certificateholders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by the Certificateholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Certificateholders in
person or by agent duly appointed in writing; and such action shall become
effective when such instrument or instruments are delivered to the Trustee, the
Securities Administrator and the Servicer. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "act" of the Certificateholders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Agreement
and conclusive in favor of the Trustee and the Trust, if made in the manner
provided in this Section 11.11.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

                  (c) Any request, demand, authorization, direction, notice,
consent, waiver or other action by any Certificateholder shall bind every future
Holder of such Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee or the
Trust in reliance thereon, whether or not notation of such action is made upon
such Certificate.





                                      -86-
<PAGE>

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


                              ASSET BACKED FUNDING CORPORATION, as
                                  Depositor



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


                              WELLS FARGO HOME MORTGAGE, INC., as Servicer



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


                              FIRST UNION NATIONAL BANK, solely as Trustee
                                  and not in its individual capacity



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


                              WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                                  as Securities Administrator



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






             [SIGNATURE PAGE TO THE POOLING AND SERVICING AGREEMENT]
<PAGE>




STATE OF                   )
                           ) ss.:
COUNTY OF                  )


                  On the ____ day of _______________, 20__ before me, a notary
public in and for said State, personally appeared ________________ known to me
to be a _____________________ of Asset Backed Funding Corporation, a Delaware
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

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

                                  Notary Public



<PAGE>


STATE OF                   )
                           ) ss.:
COUNTY OF                  )


                  On the _____ day of _______________, 20__ before me, a notary
public in and for said State, personally appeared _________________, known to me
to be ______________________ of First Union National Bank, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said association, and acknowledged to me
that such corporation executed the within instrument.

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

                                  Notary Public



<PAGE>


STATE OF                   )
                           ) ss.:
COUNTY OF                  )


                  On the _____ day of ______________, 20__ before me, a notary
public in and for said State, personally appeared _______________, known to me
to be a ______________________ of Wells Fargo Home Mortgage, Inc., a California
corporation, that executed the within instrument, and also known to me to be the
person who executed it on behalf of said limited partnership, and acknowledged
to me that such limited partnership executed the within instrument.

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

                                  Notary Public



<PAGE>


STATE OF                   )
                           ) ss.:
COUNTY OF                  )


                  On the _____ day of _______________, 20__ before me, a notary
public in and for said State, personally appeared _________________, known to me
to be ______________________ of Wells Fargo Bank Minnesota, National
Association, a national banking association that executed the within instrument,
and also known to me to be the person who executed it on behalf of said
association, and acknowledged to me that such corporation executed the within
instrument.

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

                                  Notary Public




<PAGE>

                                   EXHIBIT A-1

                         FORM OF THE 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.

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

                  ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                            SERIES 2002-WF1, CLASS A

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first lien mortgage loans formed and sold by

                        ASSET BACKED FUNDING CORPORATION

Series 2002-WF1, Class A                      Initial Certificate Principal
                                              Balance of this Certificate: $[  ]
Pass-Through Rate: Variable
                                              Servicer: Wells Fargo Home
                                              Mortgage, Inc.
Date of Pooling and Servicing Agreement
and Cut-off Date:  March 1, 2002              Trustee: First Union National Bank

First Distribution Date:  April 25, 2002      Securities Administrator: Wells
                                              Fargo Bank Minnesota, National
                                              Association
Final Scheduled Distribution Date:
December 25, 2032                             CUSIP:  04542B AE 2

Closing Date:  March 28, 2002                 ISIN No. US04542BAE20

Original Class Certificate Principal           No. __
Balance of the Class A
Certificates:  $283,830,000


                                      A-1
<PAGE>

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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR
ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that _______________ is the registered owner of
a Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class A Certificates) in that certain beneficial ownership interest
evidenced by all the Class A Certificates in the Trust Fund created pursuant to
a Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Asset Backed Funding Corporation (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Servicer, the
Securities 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 last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account 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 or on behalf of 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 Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class A
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or 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, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
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
<PAGE>

                  The Class A Pass-Through Rate for the first Interest Accrual
Period will be [___]% per annum. Interest will accrue on the Class A
Certificates during each subsequent Interest Accrual Period at a rate equal to
the lesser of (i) the lesser of (a) LIBOR plus 0.29% per annum (or LIBOR plus
0.58% per annum, after the Optional Termination Date) and (b) the Maximum Cap
Rate for the related Distribution Date, and (ii) the Net Adjusted WAC Rate for
the related Distribution Date.

                  This Certificate is one of a duly authorized issue of
Certificates designated as ABFC Mortgage Loan Asset-Backed Certificates of the
Series specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class A Certificates.

                  The Class A 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 Servicer, the Securities Administrator, the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the Securities Administrator and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange 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 and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations 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, 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.


                                      A-3
<PAGE>

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Certificate Registrar 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 Servicer, the Securities Administrator, the
Trustee and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Securities Administrator, the Trustee or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Securities
Administrator, the Trustee, the Certificate Registrar 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 or on behalf of 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 remaining in the Trust Fund, and (ii) the purchase by the party designated
in the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all 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 Trust Fund all 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 Principal Balance of the Mortgage Loans at the time of purchase
being 10% or less of the Cut-off Date Aggregate Principal Balance.

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Securities Administrator assumes
any responsibility for their correctness.

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


                                      A-4
<PAGE>


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

Dated:  March  [___], 2002

                                                  FIRST UNION NATIONAL BANK,
                                                     as Trustee


                                                  By:
                                                      --------------------------
                                                         Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

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

                                                   FIRST UNION NATIONAL BANK, as
                                                        Certificate Registrar


                                                   By:
                                                       -------------------------
                                                         Authorized Signatory

Date of authentication:  March [_____], 2002


                                      A-5
<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
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform Gifts
                                                             to Minors Act
JT TEN - as joint tenants with right                         ______________
         of survivorship and not as                             (State)
         tenants in common
         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 asset-backed
Certificate 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 Certificate Registrar 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 assign or


                                          --------------------------------------
                                          Signature Guaranteed



                                      A-6
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of _______________________________, account number_____________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to _____________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.




                                      A-7
<PAGE>

                                   EXHIBIT A-2

                        FORM OF THE CLASS AIO 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.

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

                  ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2002-WF1, CLASS AIO

evidencing a beneficial ownership interest in a portion of a trust fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first lien mortgage loans formed and sold by

                        ASSET BACKED FUNDING CORPORATION

Series 2002-WF1, Class AIO                      Initial Notional Amount of this
                                                Certificate:  [   ]

Pass-Through Rate:  Variable                    Percentage Interest:  [   ]

Date of Pooling and Servicing Agreement
and  Cut-off Date:  March 1, 2002               Servicer: Wells Fargo Home
                                                Mortgage, Inc.

                                                Trustee: First Union National
                                                Bank
First Distribution Date:  April 25, 2002
                                                Securities Administrator: Wells
                                                Fargo Bank  Minnesota, National
Final Scheduled Distribution Date:              Association
September 25, 2004
                                                CUSIP:  04542B  AF  9
Closing Date:  March 28, 2002
                                                ISIN No.:  US04542BAF94

Initial Aggregate Notional Amount of             No. ___
the Class AIO Certificates as of the
Closing Date:  $34,196,000


                                      A-2-1
<PAGE>

                  ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                                    CLASS AIO



THIS CERTIFICATE IS NOT ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL
ON ANY MORTGAGE LOANS IN THE TRUST

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR
ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that __________________________________ is the
registered owner of a Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class AIO Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Asset Backed Funding Corporation
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), the Servicer, the Securities 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 last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account 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 AIO 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 or on behalf of 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 Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class AIO
Certificates the aggregate Percentage Interest of which is in excess of a 66%
Percentage Interest of the Class AIO Certificates, or 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, provided that the Certificate
Registrar may deduct a reasonable wire transfer fee from any payment made by
wire transfer. 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-2-2
<PAGE>

                  Interest will accrue on the Notional Amount of the Class AIO
Certificates at the applicable Pass-Through Rate, which will be: (A) for the
Distribution Dates in April 2002 through January 2003, 4.50% per annum, (B) for
the Distribution Dates in February 2003 through November 2003, 3.50% per annum,
(C) for the Distribution Dates in December 2003 through September 2004, 2.50%
per annum, and (D) for the Distribution Date in October 2004 and thereafter,
0.00% per annum.

                  This Certificate is one of a duly authorized issue of
Certificates designated as ABFC Mortgage Loan Asset-Backed Certificates of the
Series specified on the face hereof (herein called the "Certificates") and
representing the Percentage Interest specified on the face hereof.

                  The Class AIO 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 Servicer, the Trustee, the Securities
Administrator and the rights of the Certificateholders under the Agreement at
any time by the Depositor, the Servicer, the Securities Administrator and the
Trustee with the consent of the Holders of Certificates entitled to the Voting
Rights identified in the agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange 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 and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Class AIO 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, 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.


                                     A-2-3
<PAGE>

                  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 Servicer, the Securities Administrator, the
Trustee and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Securities Administrator, the Trustee or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Securities
Administrator, the Trustee, the Certificate Registrar 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 or on behalf of 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 remaining in the Trust Fund, and (ii) the purchase by the party designated
in the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all 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 Trust Fund all 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 Principal Balance of the Mortgage Loans at the time of purchase
being 10% or less of the Cut-off Date Aggregate Principal Balance.

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Securities Administrator assumes
any responsibility for their correctness.

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


                                     A-2-4
<PAGE>


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

Dated:  March [___], 2002

                                                 FIRST UNION NATIONAL BANK, as
                                                      Trustee


                                                 By:
                                                     ---------------------------
                                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

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

Dated:  March [____], 2002


                                                 FIRST UNION NATIONAL BANK, as
                                                      Certificate Registrar


                                                 By:
                                                     ---------------------------
                                                         Authorized Signatory


                                     A-2-5
<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
                                                            (Cust) (Minor)
TEN ENT - as tenants by the entireties                      under Uniform Gifts
                                                            to Minors Act
JT TEN  - as joint tenants with right                       ________________
          of survivorship and not as                            (State)
          tenants in common

          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 asset-backed
Certificate 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 Certificate Registrar 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


                                     A-2-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of _______________________________, account number_____________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to _____________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.





                                     A-2-7
<PAGE>

                                    EXHIBIT B

                           FORM OF CLASS B 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.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS AIO,
CLASS M-1, CLASS M-2 AND CLASS M-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

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

THE CLASS B CERTIFICATES ARE ONLY OFFERED FOR SALE, AND ARE ONLY TRANSFERABLE TO
PLAN INVESTORS IF AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA
AND THE CODE APPLIES. EACH PURCHASER OF A CLASS B CERTIFICATE, OTHER THAN THE
INITIAL PURCHASER OF THE CLASS B CERTIFICATE, BY VIRTUE OF ITS PURCHASE OF SUCH
CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED EITHER THAT IT IS NOT A PLAN
INVESTOR OR THAT AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA AND
THE CODE APPLIES TO THE ACQUISITION, HOLDING, AND RESALE OF SUCH CERTIFICATE AND
TRANSACTIONS IN CONNECTION WITH THE SERVICING, MANAGEMENT AND OPERATION OF THE
TRUST.



                                      B-1
<PAGE>



          ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES SERIES 2002-WF1,
                                    CLASS B

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first lien mortgage loans formed and sold by

                        ASSET BACKED FUNDING CORPORATION

Series 2002-WF1, Class B                   Initial Certificate Principal Balance
                                           of this Certificate: $[  ]
Pass-Through Rate: Variable
                                           Servicer: Wells Fargo Home Mortgage,
                                           Inc.
Date of Pooling and Servicing Agreement
and Cut-off Date: March 1, 2002            Trustee: First Union National Bank

First Distribution Date:  April 25, 2002   Securities Administrator: Wells Fargo
                                           Bank  Minnesota, National Association
Final Scheduled Distribution Date:
December 25, 2032                          CUSIP:  04542B AK 8

Closing Date: March 28, 2002               ISIN NO. US04542BAK89

Original Class Certificate Principal        No. ___
Balance of the Class B Certificates
as of the Closing Date: $3,420,000

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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR
ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that ______________ is the registered owner of
a Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class B Certificates) in that certain beneficial ownership interest
evidenced by all the Class B Certificates in the Trust Fund created pursuant to
a Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Asset Backed Funding Corporation (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Servicer, the
Securities 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.


                                      B-2
<PAGE>

                  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 last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account 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 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 or on behalf of 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 Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class B
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or 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, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
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.

                  The Class B Pass-Through Rate for the first Interest Accrual
Period will be for the first Interest Accrual Period, ____% per annum. For any
subsequent Interest Accrual Period, a per annum rate equal to the lesser of: (i)
the lesser of (a) LIBOR plus 4.75% per annum and (b) the Maximum Cap Rate for
the related Distribution Date, and (ii) the Net Adjusted WAC Rate for the
related Distribution Date.

                  This Certificate is one of a duly authorized issue of
Certificates designated as ABFC Mortgage Loan Asset-Backed Certificates of the
Series specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class B Certificates.

                  The Class B 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.


                                      B-3
<PAGE>

                  This certificate is subordinated in right of payment to the
Class A, Class AIO, Class M-1, Class M-2 and Class M-3 Certificates as described
in the Pooling and Servicing Agreement referred to herein.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the Securities Administrator, the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the Securities Administrator and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange 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 and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations 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, 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 Certificate Registrar 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 Servicer, the Securities Administrator, the
Trustee and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Securities Administrator, the Trustee or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Securities
Administrator, the Trustee, the Certificate Registrar 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 or on behalf of 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 remaining in the Trust Fund, and (ii) the purchase by the party designated
in the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all 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 Trust Fund all 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 Principal Balance of the Mortgage Loans at the time of purchase
being 10% or less of the Cut-off Date Aggregate Principal Balance.


                                      B-4
<PAGE>

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Securities Administrator assumes
any responsibility for their correctness.

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


                                      B-5
<PAGE>


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

Dated:  March [___], 2002

                                              FIRST UNION NATIONAL BANK, as
                                                   Trustee


                                              By:
                                                  -----------------------------
                                                          Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

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

                                             FIRST UNION NATIONAL BANK, as
                                                  Certificate Registrar


                                             By:
                                                 -------------------------------
                                                       Authorized Signatory

Date of authentication: March [___], 2002



                                      B-6
<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
                                                            (Cust) (Minor)
TEN ENT - as tenants by the entireties                      under Uniform Gifts
                                                            to Minors Act
JT TEN  - as joint tenants with right                       ________________
          of survivorship and not as                            (State)
          tenants in common
          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 asset-backed
Certificate 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 Certificate Registrar 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


                                      B-7
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

           Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of _______________________________, account number_____________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to _____________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.


                                      B-8
<PAGE>

                                   EXHIBIT C-1

                           FORM OF CLASS R CERTIFICATE

THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE "RESIDUAL
INTEREST" IN FIVE SEPARATE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF THIS
SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

THIS CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CLASS R CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES,
KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS IN WHICH SUCH
PLANS, ACCOUNTS OR ARRANGEMENTS ARE INVESTED, THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE") (EACH, A "PLAN") OR ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THE CLASS R CERTIFICATE ON BEHALF OF, AS A NAMED FIDUCIARY
OF, AS TRUSTEE OF, OR WITH ASSETS OF A PLAN.


                                     C-1-1
<PAGE>

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A FORM OF ERISA REPRESENTATION AND
A RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT AND (1) SUCH TRANSFEREE IS NOT (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF
ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511
OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), (D) AN AGENT OF A
DISQUALIFIED ORGANIZATION OR (E) ANY OTHER ENTITY IDENTIFIED AS A DISQUALIFIED
ORGANIZATION UNDER THE CODE AND (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX, AND (3) 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 CLASS R CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF A CLASS R CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE 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 CLASS R CERTIFICATE.

                                     C-1-2
<PAGE>

                  ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                            SERIES 2002-WF1, CLASS R

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first lien mortgage loans formed and sold by

                        ASSET BACKED FUNDING CORPORATION

Series 2002-WF1, Class R                    Servicer: Wells Fargo Home Mortgage,
                                            Inc.

Date of Pooling and  Servicing  Agreement   Trustee:  First Union National Bank
and Cut-off Date: March 1, 2002
                                            Securities Administrator: Wells
                                            Fargo Bank Minnesota, National
First Distribution Date:  April 25, 2002    Association

Maturity Date:  N/A                         No. ___

Closing Date:  March 28, 2002

Percentage Interest:  ___%

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR
ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that _______________________ is the registered
owner of a Percentage Interest set forth above in that certain beneficial
ownership interest evidenced by all the Class R Certificates in the Trust Fund
created pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), among Asset Backed Funding Corporation (hereinafter called
the "Depositor," which term includes any successor entity under the Agreement),
the Servicer, the Securities 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 last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account 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.

                                     C-1-3
<PAGE>

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of 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 Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class R
Certificates the aggregate Percentage Interest of which is in excess of a 66%
Percentage Interest of the Class R Certificates, or 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, provided that the Certificate
Registrar may deduct a reasonable wire transfer fee from any payment made by
wire transfer. 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.

                  This Certificate is one of a duly authorized issue of
Certificates designated as ABFC Mortgage Loan Asset-Backed Certificates of the
Series specified on the face hereof (herein called the "Certificates") and
representing the Percentage Interest specified on the face hereof.

                  The Class R 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 Servicer, the Securities Administrator, the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the Securities Administrator and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange 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 and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                                     C-1-4
<PAGE>

                  The Class R 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, 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 transfer of this Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the 1933
Act and 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 a transfer is to be made
without registration or qualification, the Trustee shall require, in order to
assure compliance with such laws, either (i) in the case of a transfer made in
reliance on Rule 144A under the 1933 Act, that the proposed transferee delivers
to the Trustee a completed investment letter in substantially the form attached
to the Agreement as Exhibit J-2, or (ii) in the case of any other transfer, that
the Certificateholder desiring to effect the transfer and such
Certificateholder's prospective transferee each execute a representation letter
in substantially the forms of Exhibit L and Exhibit J-1 attached to the
Agreement, respectively, certifying to the Depositor and the Trustee the facts
surrounding the transfer as described in Section 5.02 of the Agreement, or that
the Depositor and the Trustee shall require an Opinion of Counsel satisfactory
to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Securities Administrator, the Trustee or the Certificate
Registrar, in their respective capacities as such. None of the Depositor, the
Securities Administrator, the Certificate Registrar nor 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 such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Securities Administrator, the Depositor, the Certificate Registrar,
the Servicer, and any 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.

                  The Trustee shall, as a condition to registration of the
transfer, require delivery to it, in form and substance satisfactory to it, an
affidavit in the form of Exhibit K attached to the Agreement executed by the
proposed transferee to the effect that, among other things, such transferee is a
Permitted Transferee and that it is not acquiring its Ownership Interest in the
Class R Certificate that is the subject of the proposed transfer as a nominee,
trustee or agent for any Person who is not a Permitted Transferee.

                  No transfer of a Certificate or any interest therein may be
made to employee benefit plans and certain other retirement plans and
arrangements, including individual retirement accounts and annuities, Keogh
plans and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested that are subject to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code or any person who
is directly or indirectly purchasing the Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan.


                                     C-1-5
<PAGE>

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed for all purposes 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 to cease to qualify as five separate REMICs or cause the imposition of a
tax upon the Trust.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Certificate Registrar 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 Servicer, the Securities Administrator, the
Trustee and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Securities Administrator, the Trustee or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Securities
Administrator, the Trustee, the Certificate Registrar 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 or on behalf of 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 remaining in the Trust Fund, and (ii) the purchase by the party designated
in the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all 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 Trust Fund all 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 Principal Balance of the Mortgage Loans at the time of purchase
being 10% or less of the Cut-off Date Aggregate Principal Balance.

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Securities Administrator assumes
any responsibility for their correctness.

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


                                     C-1-6
<PAGE>


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

Dated:  March [___], 2002

                                               FIRST UNION NATIONAL BANK,
                                                     as Trustee


                                               By:
                                                   -----------------------------
                                                      Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

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

Dated:  March [___], 2002


                                                  FIRST UNION NATIONAL BANK, as
                                                       Certificate Registrar


                                                  By:
                                                      --------------------------
                                                        Authorized Signatory



                                     C-1-7
<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
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform Gifts
                                                             to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common
          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 asset-backed Certificate 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 Certificate Registrar 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



                                     C-1-8
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of _______________________________, account number_____________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to _____________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.



                                     C-1-9
<PAGE>


                                   EXHIBIT C-2

                          FORM OF CLASS M-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.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS
AIO CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

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

THE CLASS M-1 CERTIFICATES ARE ONLY OFFERED FOR SALE, AND ARE ONLY TRANSFERABLE
TO PLAN INVESTORS IF AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA
AND THE CODE APPLIES. EACH PURCHASER OF A CLASS M-1 CERTIFICATE, OTHER THAN THE
INITIAL PURCHASER OF THE CLASS M-1 CERTIFICATE, BY VIRTUE OF ITS PURCHASE OF
SUCH CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED EITHER THAT IT IS NOT A
PLAN INVESTOR OR THAT AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF
ERISA AND THE CODE APPLIES TO THE ACQUISITION, HOLDING, AND RESALE OF SUCH
CERTIFICATE AND TRANSACTIONS IN CONNECTION WITH THE SERVICING, MANAGEMENT AND
OPERATION OF THE TRUST.


                                     C-2-1
<PAGE>



                  ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2002-WF1, CLASS M-1

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first lien mortgage loans formed and sold by

                        ASSET BACKED FUNDING CORPORATION

Series 2002-WF1, Class M-1                   Initial Certificate Principal
                                             Balance of this Certificate: $[  ]
Pass-Through Rate: Variable
                                             Servicer: Wells Fargo Home Mortgage
                                             , Inc.
Date of Pooling and Servicing Agreement
and Cut-off Date: March 1, 2002              Trustee: First Union National Bank

First Distribution Date:  April 25, 2002     Securities Administrator: Wells
                                             Fargo Bank Minnesota, National
                                             Association
Final Scheduled Distribution Date:
December 25, 2032                            CUSIP:  04542B AG 7

Closing Date: March 28, 2002                 ISIN No. US04542BAG77

Original Class Certificate Principal         No. ___
Balance of the Class M-1 Certificates
as of the Closing Date: $20,518,000

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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR
ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that _________________ is the registered owner
of a Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class M-1 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-1 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer, the Securities 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.


                                     C-2-2
<PAGE>

                  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 last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account 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 M-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 or on behalf of 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 Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class M-1
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or 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, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
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.

                  The Class M-1 Pass-Through Rate for the first Interest Accrual
Period will be for the first Interest Accrual Period, ____% per annum. For any
subsequent Interest Accrual Period, a per annum rate equal to the lesser of: (i)
the lesser of (a) LIBOR plus 0.75% per annum (or LIBOR plus 1.125% per annum,
after the Optional Termination Date) and (b) the Maximum Cap Rate for the
related Distribution Date, and (ii) the Net Adjusted WAC Rate for the related
Distribution Date.

                  This Certificate is one of a duly authorized issue of
Certificates designated as ABFC Mortgage Loan Asset-Backed Certificates of the
Series specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class M-1 Certificates.

                  The Class M-1 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.


                                     C-2-3
<PAGE>

                  This certificate is subordinated in right of payment to the
Class A and Class AIO Certificates as described in the Pooling and Servicing
Agreement referred to herein.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the Securities Administrator, the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the Securities Administrator and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange 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 and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations 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, 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 Certificate Registrar 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 Servicer, the Securities Administrator, the
Trustee and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Securities Administrator, the Trustee or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Securities
Administrator, the Trustee, the Certificate Registrar 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 or on behalf of 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 remaining in the Trust Fund, and (ii) the purchase by the party designated
in the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all 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 Trust Fund all 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 Principal Balance of the Mortgage Loans at the time of purchase
being 10% or less of the Cut-off Date Aggregate Principal Balance.

                                     C-2-4
<PAGE>

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Securities Administrator assumes
any responsibility for their correctness.

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



                                     C-2-5
<PAGE>



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

Dated:  March [___], 2002

                                               FIRST UNION NATIONAL BANK, as
                                                    Trustee


                                               By:
                                                   -----------------------------
                                                         Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class M-1 Certificates referred to in the
within-mentioned Agreement.

                                                FIRST UNION NATIONAL BANK, as
                                                     Certificate Registrar


                                                By:
                                                    ----------------------------
                                                        Authorized Signatory

Date of authentication: March [___], 2002



                                     C-2-6
<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
                                                            (Cust) (Minor)
TEN ENT - as tenants by the entireties                      under Uniform Gifts
                                                            to Minors Act
JT TEN  - as joint tenants with right                       ________________
          of survivorship and not as                            (State)
          tenants in common

          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 asset-backed Certificate 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 Certificate Registrar 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


                                     C-2-7
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of _______________________________, account number_____________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to _____________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.




                                     C-2-8
<PAGE>


                                   EXHIBIT C-3

                          FORM OF CLASS M-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.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS AIO
AND CLASS M-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

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

THE CLASS M-2 CERTIFICATES ARE ONLY OFFERED FOR SALE, AND ARE ONLY TRANSFERABLE
TO PLAN INVESTORS IF AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA
AND THE CODE APPLIES. EACH PURCHASER OF A CLASS M-2 CERTIFICATE, OTHER THAN THE
INITIAL PURCHASER OF THE CLASS M-2 CERTIFICATE, BY VIRTUE OF ITS PURCHASE OF
SUCH CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED EITHER THAT IT IS NOT A
PLAN INVESTOR OR THAT AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF
ERISA AND THE CODE APPLIES TO THE ACQUISITION, HOLDING, AND RESALE OF SUCH
CERTIFICATE AND TRANSACTIONS IN CONNECTION WITH THE SERVICING, MANAGEMENT AND
OPERATION OF THE TRUST.


                                     C-3-1
<PAGE>


                  ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2002-WF1, CLASS M-2

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first lien mortgage loans formed and sold by

                        ASSET BACKED FUNDING CORPORATION

Series 2002-WF1, Class M-2                  Initial Certificate Principal
                                            Balance of this Certificate: $[  ]
Pass-Through Rate:  Variable
                                            Servicer: Wells Fargo Home
                                            Mortgage, Inc.
Date of Pooling and Servicing Agreement
and Cut-off Date: March 1, 2002             Trustee: First Union National Bank

First Distribution Date:  April 25, 2002    Securities Administrator: Wells
                                            Fargo Bank  Minnesota, National
                                            Association
Final Scheduled Distribution Date:
December 25, 2032                           CUSIP:  04542B AH5

Closing Date:  March 28, 2002               ISIN No. US04542BAH50

Original Class Certificate Principal         No. ___
Balance of the Class M-2 Certificates
as of the Closing Date: $17,953,000

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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR
ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that ___________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class M-2 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-2 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer, the Securities 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.


                                     C-3-2
<PAGE>

                  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 last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account 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 M-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 or on behalf of 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 Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class M-2
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or 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, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
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.

                  The Class M-2 Pass-Through Rate for the first Interest Accrual
Period will be for the first Interest Accrual Period, ____% per annum. For any
subsequent Interest Accrual Period, a per annum rate equal to the lesser of: (i)
the lesser of (a) LIBOR plus 1.30% per annum (or LIBOR plus 1.95% per annum,
after the Optional Termination Date) and (b) the Maximum Cap Rate for the
related Distribution Date, and (ii) the Net Adjusted WAC Rate for the related
Distribution Date.

                  This Certificate is one of a duly authorized issue of
Certificates designated as ABFC Mortgage Loan Asset-Backed Certificates of the
Series specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class M-2 Certificates.

                  The Class M-2 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.


                                     C-3-3
<PAGE>

                  This certificate is subordinated in right of payment to the
Class A, Class AIO and Class M-1 Certificates as described in the Pooling and
Servicing Agreement referred to herein.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the Securities Administrator, the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the Securities Administrator and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange 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 and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations 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, 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 Certificate Registrar 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 Servicer, the Securities Administrator, the
Trustee and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Securities Administrator, the Trustee or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Securities
Administrator, the Trustee, the Certificate Registrar 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 or on behalf of 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 remaining in the Trust Fund, and (ii) the purchase by the party designated
in the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all 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 Trust Fund all 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 Principal Balance of the Mortgage Loans at the time of purchase
being 10% or less of the Cut-off Date Aggregate Principal Balance.


                                     C-3-4
<PAGE>

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Securities Administrator assumes
any responsibility for their correctness.

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


                                     C-3-5
<PAGE>

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

Dated:  March [__], 2002

                                             FIRST UNION NATIONAL BANK, as
                                                  Trustee


                                             By:
                                                 -------------------------------
                                                      Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class M-2 Certificates referred to in the
within-mentioned Agreement.

                                             FIRST UNION NATIONAL BANK, as
                                                  Certificate Registrar


                                             By:
                                                 -------------------------------
                                                       Authorized Signatory

Date of authentication: March [__], 2002


                                     C-3-6
<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
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform Gifts
                                                             to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          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 asset-backed
Certificate 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 Certificate Registrar 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



                                     C-3-7
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                 The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of _______________________________, account number_____________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to _____________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.




                                     C-3-8
<PAGE>


                                   EXHIBIT C-4

                          FORM OF CLASS M-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.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS AIO,
CLASS M-1 AND CLASS M-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

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

THE CLASS M-3 CERTIFICATES ARE ONLY OFFERED FOR SALE, AND ARE ONLY TRANSFERABLE
TO PLAN INVESTORS IF AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA
AND THE CODE APPLIES. EACH PURCHASER OF A CLASS M-3 CERTIFICATE, OTHER THAN THE
INITIAL PURCHASER OF THE CLASS M-3 CERTIFICATE, BY VIRTUE OF ITS PURCHASE OF
SUCH CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED EITHER THAT IT IS NOT A
PLAN INVESTOR OR THAT AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF
ERISA AND THE CODE APPLIES TO THE ACQUISITION, HOLDING, AND RESALE OF SUCH
CERTIFICATE AND TRANSACTIONS IN CONNECTION WITH THE SERVICING, MANAGEMENT AND
OPERATION OF THE TRUST.


                                     C-4-1
<PAGE>


                  ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2002-WF1, CLASS M-3

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first lien mortgage loans formed and sold by

                        ASSET BACKED FUNDING CORPORATION

Series 2002-WF1, Class M-3                 Initial Certificate Principal
                                           Balance of this Certificate: $[  ]
Pass-Through Rate:  Variable
                                           Servicer: Wells Fargo Home Mortgage,
                                           Inc.
Date of Pooling and Servicing Agreement
and Cut-off Date: March 1, 2002            Trustee: First Union National Bank

First Distribution Date: April 25, 2002    Securities Administrator: Wells Fargo
                                           Bank Minnesota, National
                                           Association
Final Scheduled Distribution Date:
December 25, 2032                          CUSIP:  04542B AJ 1

Closing Date:  March 28, 2002              ISIN No. US04542BAJ17

Original Class Certificate Principal       No. ___
Balance of the Class M-3 Certificates
as of the Closing Date: $14,533,000

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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR
ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that ___________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class M-3 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-3 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer, the Securities 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.


                                     C-4-2
<PAGE>

                  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 last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account 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 M-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 or on behalf of 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 Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class M-3
Certificates the aggregate Initial Certificate Principal Balance of which is in
excess of $5,000,000, or 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, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
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.

                  The Class M-3 Pass-Through Rate for the first Interest Accrual
Period will be for the first Interest Accrual Period, ____% per annum. For any
subsequent Interest Accrual Period, a per annum rate equal to the lesser of: (i)
the lesser of (a) LIBOR plus 1.90% per annum (or LIBOR plus 2.85% per annum,
after the Optional Termination Date) and (b) the Maximum Cap Rate for the
related Distribution Date, and (ii) the Net Adjusted WAC Rate for the related
Distribution Date.


                                     C-4-3
<PAGE>

                  This Certificate is one of a duly authorized issue of
Certificates designated as ABFC Mortgage Loan Asset-Backed Certificates of the
Series specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class M-3 Certificates.

                  The Class M-3 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.

                  This certificate is subordinated in right of payment to the
Class A, Class AIO, Class M-1 and Class M-2 Certificates as described in the
Pooling and Servicing Agreement referred to herein.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the Securities Administrator, the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the Securities Administrator and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange 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 and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations 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, 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 Certificate Registrar 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 Servicer, the Securities Administrator, the
Trustee and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Securities Administrator, the Trustee or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Securities
Administrator, the Trustee, the Certificate Registrar 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 or on behalf of 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 remaining in the Trust Fund, and (ii) the purchase by the party designated
in the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all 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 Trust Fund all 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 Principal Balance of the Mortgage Loans at the time of purchase
being 10% or less of the Cut-off Date Aggregate Principal Balance.

                                     C-4-4
<PAGE>

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Securities Administrator assumes
any responsibility for their correctness.

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


                                     C-4-5
<PAGE>


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

Dated:  March [__], 2002

                                               FIRST UNION NATIONAL BANK, as
                                                    Trustee


                                               By:
                                                   -----------------------------
                                                       Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class M-3 Certificates referred to in the
within-mentioned Agreement.

                                               FIRST UNION NATIONAL BANK, as
                                                    Certificate Registrar


                                               By:
                                                   -----------------------------
                                                      Authorized Signatory

Date of authentication: March [__], 2002


                                     C-4-6
<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
                                                            (Cust) (Minor)
TEN ENT - as tenants by the entireties                      under Uniform Gifts
                                                            to Minors Act
JT TEN  - as joint tenants with right                       ________________
          of survivorship and not as                             (State)
          tenants in common

          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 asset-backed
Certificate 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 Certificate Registrar 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


                                     C-4-7
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:
            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of _______________________________, account number_____________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to _____________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.


                                     C-4-8
<PAGE>


                                   EXHIBIT C-5

                          FORM OF CLASS CE CERTIFICATES

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A DIRECT OR
INDIRECT BENEFICIAL INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND IN
CERTAIN OTHER PROPERTY.

THIS CLASS CE CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF THIS
SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

THIS CLASS CE CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CLASS CE CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES,
KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS IN WHICH SUCH
PLANS, ACCOUNTS OR ARRANGEMENTS ARE INVESTED, THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE") (EACH, A "PLAN") OR ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THE CLASS CE CERTIFICATE ON BEHALF OF, AS A NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF A PLAN.


                                     C-5-1
<PAGE>


                  ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                            SERIES 2002-WF1, CLASS CE

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first lien mortgage loans formed and sold by

                        ASSET BACKED FUNDING CORPORATION

Series 2002-WF1, Class CE                  Servicer:  Wells Fargo Home Mortgage,
                                           Inc.

Date of Pooling and Servicing Agreement
and Cut-off Date:                          Trustee: First Union National Bank
March 1, 2002
                                           Securities Administrator: Wells Fargo
                                           Bank Minnesota, National
First Distribution Date:  April 25, 2002   Association

Final Scheduled Distribution Date:         No. ___
December 25, 2032

Closing Date:  March 28, 2002

Percentage Interest:  ___%

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR
ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that __________________________________ is the
registered owner of a Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class CE Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Asset Backed Funding Corporation
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), the Servicer, the Securities 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 last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account 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 CE Certificates on such Distribution
Date pursuant to the Agreement.


                                     C-5-2
<PAGE>

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of 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 Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class CE
Certificates the aggregate Percentage Interest of which is in excess of a 66%
Percentage Interest of the Class CE Certificates, or 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, provided that the Certificate
Registrar may deduct a reasonable wire transfer fee from any payment made by
wire transfer. 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.

                  This Certificate is one of a duly authorized issue of
Certificates designated as ABFC Mortgage Loan Asset-Backed Certificates of the
Series specified on the face hereof (herein called the "Certificates") and
representing the Percentage Interest specified on the face hereof.

                  The Class CE 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 Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Securities Administrator and the Trustee with the consent of the
Holders of Certificates entitled to the Voting Rights identified in the
agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange 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 and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                                     C-5-3
<PAGE>

                  The Class CE 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, 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 transfer of this Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the 1933
Act and 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 a transfer is to be made
without registration or qualification, the Trustee shall require, in order to
assure compliance with such laws, either (i) in the case of a transfer made in
reliance on Rule 144A under the 1933 Act, that the proposed transferee delivers
to the Trustee a completed investment letter in substantially the form attached
to the Agreement as Exhibit J-2, or (ii) in the case of any other transfer, that
the Certificateholder desiring to effect the transfer and such
Certificateholder's prospective transferee each execute a representation letter
in substantially the forms of Exhibit L and Exhibit J-1 attached to the
Agreement, respectively, certifying to the Depositor and the Trustee the facts
surrounding the transfer as described in Section 5.02 of the Agreement, or that
the Depositor and the Trustee shall require an Opinion of Counsel satisfactory
to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Securities Administrator, the Trustee or the Certificate
Registrar, in their respective capacities as such. None of the Depositor, the
Securities Administrator, the Certificate Registrar nor 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 such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Securities Administrator, the Depositor, the Certificate Registrar,
Servicer and any 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 a Certificate or any interest therein may be
made to employee benefit plans and certain other retirement plans and
arrangements, including individual retirement accounts and annuities, Keogh
plans and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested that are subject to the fiduciary
responsibility provisions of ERISA and Section 4975 of the Code or any person
who is directly or indirectly purchasing the Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan.

                  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.


                                     C-5-4
<PAGE>

                  The Depositor, the Servicer, the Securities Administrator, the
Trustee and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Securities Administrator, the Trustee or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Securities
Administrator, the Trustee, the Certificate Registrar 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 or on behalf of 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 remaining in the Trust Fund, and (ii) the purchase by the party designated
in the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all 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 Trust Fund all 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 Principal Balance of the Mortgage Loans at the time of purchase
being 10% or less of the Cut-off Date Aggregate Principal Balance.

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Securities Administrator assumes
any responsibility for their correctness.

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


                                     C-5-5
<PAGE>


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

Dated:  March [___], 2002

                                             FIRST UNION NATIONAL BANK, as
                                                  Trustee


                                             By:
                                                 -------------------------------
                                                        Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

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

Dated:  March [____], 2002


                                             FIRST UNION NATIONAL BANK, as
                                                  Certificate Registrar


                                             By:
                                                 -------------------------------
                                                       Authorized Signatory


                                     C-5-6
<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
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform Gifts
                                                             to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                              (State)
          tenants in common

          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 asset-backed
Certificate 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 Certificate Registrar 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



                                     C-5-7
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of _______________________________, account number_____________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to _____________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.


                                     C-5-8
<PAGE>


                                   EXHIBIT C-6

                           FORM OF CLASS P CERTIFICATE

THIS CLASS P CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES,
KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS IN WHICH SUCH
PLANS, ACCOUNTS OR ARRANGEMENTS ARE INVESTED, THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE") (EACH, A "PLAN") OR ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THE CLASS P CERTIFICATE ON BEHALF OF, AS A NAMED FIDUCIARY
OF, AS TRUSTEE OF, OR WITH ASSETS OF A PLAN.

                  ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                            SERIES 2002-WF1, CLASS P

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate adjustable-rate one-
to four-family first lien mortgage loans formed and sold by

                        ASSET BACKED FUNDING CORPORATION

Series 2002-WF1, Class P                   Servicer: Wells Fargo Home Mortgage,
                                           Inc.

Date of Pooling and Servicing Agreement    Trustee: First Union National Bank
and Cut-off Date:  March 1, 2002
                                           Securities Administrator: Wells Fargo
                                           Bank  Minnesota, National Association
First Distribution Date:  April 25, 2002

Final Scheduled Distribution Date:         No. ___
December 25, 2032

Closing Date:  March 28, 2002

Percentage Interest:  ___%


                                     C-6-1
<PAGE>


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR
ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that __________________________________ is the
registered owner of a Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Asset Backed Funding Corporation
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), the Servicer, the Securities 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 last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from Prepayment Charges and Servicer Prepayment Charge Payment Amounts
in the Distribution Account 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 P 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 or on behalf of 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 Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class P
Certificates the aggregate Percentage Interest of which is in excess of a 66%
Percentage Interest of the Class P Certificates, or 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, provided that the Certificate
Registrar may deduct a reasonable wire transfer fee from any payment made by
wire transfer. 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.

                  This Certificate is one of a duly authorized issue of
Certificates designated as ABFC Mortgage Loan Asset-Backed Certificates of the
Series specified on the face hereof (herein called the "Certificates") and
representing the Percentage Interest specified on the face hereof.

                  The Class P Certificates are limited in right of payment to
Prepayment Charges received on the Mortgage Loans and Servicer Prepayment Charge
Payment Amounts, 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.


                                     C-6-2
<PAGE>

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the Securities Administrator, the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the Securities Administrator and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange 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 and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Class P 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, 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 transfer of this Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the 1933
Act and 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 a transfer is to be made
without registration or qualification, the Trustee shall require, in order to
assure compliance with such laws, either (i) in the case of a transfer made in
reliance on Rule 144A under the 1933 Act, that the proposed transferee delivers
to the Trustee a completed investment letter in substantially the form attached
to the Agreement as Exhibit J-2, or (ii) in the case of any other transfer, that
the Certificateholder desiring to effect the transfer and such
Certificateholder's prospective transferee each execute a representation letter
in substantially the forms of Exhibit L and Exhibit J-1 attached to the
Agreement, respectively, certifying to the Depositor and the Trustee the facts
surrounding the transfer as described in Section 5.02 of the Agreement, or that
the Depositor and the Trustee shall require an Opinion of Counsel satisfactory
to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Securities Administrator, the Trustee or the Certificate
Registrar, in their respective capacities as such. None of the Depositor, the
Securities Administrator, the Certificate Registrar nor 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 such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Securities Administrator, the Depositor, the Certificate Registrar,
the Servicer and any 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-6-3
<PAGE>

                  No transfer of a Certificate or any interest therein may be
made to employee benefit plans and certain other retirement plans and
arrangements, including individual retirement accounts and annuities, Keogh
plans and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested that are subject to the fiduciary
responsibility provisions of ERISA and Section 4975 of the Code or any person
who is directly or indirectly purchasing the Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Certificate Registrar 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 Servicer, the Securities Administrator, the
Trustee and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Securities Administrator, the Trustee or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Securities
Administrator, the Trustee, the Certificate Registrar 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 or on behalf of 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 remaining in the Trust Fund, and (ii) the purchase by the party designated
in the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all 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 Trust Fund all 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 Principal Balance of the Mortgage Loans at the time of purchase
being 10% or less of the Cut-off Date Aggregate Principal Balance.

                  The recitals contained herein shall be taken as statements of
the Depositor and neither the Trustee nor the Securities Administrator assumes
any responsibility for their correctness.

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


                                     C-6-4
<PAGE>


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

Dated:  March [___], 2002

                                                  FIRST UNION NATIONAL BANK, as
                                                       Trustee


                                                  By:
                                                      --------------------------
                                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

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

Dated:  March [___], 2002


                                                  FIRST UNION NATIONAL BANK, as
                                                       Certificate Registrar


                                                  By:
                                                      --------------------------
                                                         Authorized Signatory


                                     C-6-5
<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
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform Gifts
                                                             to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          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 asset-backed
Certificate 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 Certificate Registrar 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


                                     C-6-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:
            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________
_______________________________________________________________________________
for the account of _______________________________, account number_____________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to _____________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.


                                     C-6-7
<PAGE>


                                    EXHIBIT D

                             MORTGAGE LOAN SCHEDULE


















                                      D-1
<PAGE>


                                       E-1
                                    EXHIBIT E

                    FORM OF REQUEST FOR RELEASE OF DOCUMENTS

To:      First Union National Bank
         401 South Tryon Street, 12th Floor NC 1179
         Charlotte, North Carolina  28288-1179
         Attn:  Structured Finance Trust Services - ABFC 2002-WF1

         Re:      Pooling and Servicing Agreement dated as of March 1, 2002
                  among Asset Backed Funding Corporation, as depositor, Wells
                  Fargo Bank Minnesota, National Association, as securities
                  administrator, Wells Fargo Home Mortgage, Inc., as servicer,
                  and First Union National Bank, as trustee.

                  All capitalized terms used herein shall have the means
ascribed to them in the Pooling and Servicing Agreement (the "Agreement")
referenced above.

                  In connection with the administration of the Mortgage Loans
held by you as Trustee pursuant to the Agreement, we request the release, and
hereby acknowledge receipt, of the 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:
                                                --------------------------------



                         [SIGNATURES ON FOLLOWING PAGE]



                                      E-1
<PAGE>


                                   Servicer:  Wells Fargo Home Mortgage, Inc.

                                   By:
                                       ----------------------------------------
                                   (authorized signer)

                                   Address:  Legal Dept. - MACX 2401-06T
                                   1 Home Campus
                                   Des Moines, Iowa 50328

                                   Date:
                                         --------------------------------------
Custodian

First Union National Bank

                  Please acknowledge the execution of the above request by your
signature and date below:

-------------------------------                      ------------------
         Signature                                   Date


Documents returned to Custodian:


-------------------------------                      ------------------
         Custodian                                   Date


                                      E-2
<PAGE>


                                   EXHIBIT F-1

                          FORM OF INITIAL CERTIFICATION

                                                                 _________, 20__

Asset Backed Funding Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina  28255

Wells Fargo Home Mortgage, Inc.
Legal Department - MAC X2401-06T
1 Home Campus
Des Moines, Iowa  50328

Wells Fargo Bank Minnesota, National Association
11000 Broken Land Parkway
Columbia, Maryland  21044-3562
Attention:  Client Manager - ABFC 2002-WF1

Re: ABFC 2002-WF1 Trust Mortgage Loan Asset-Backed Certificates, Series 2002-WF1

Ladies and Gentlemen:

         The undersigned, as Trustee, hereby certifies that except as noted on
the schedule of exceptions attached hereto as Schedule A, it has received a
Mortgage File with respect to each Mortgage Loan listed on the Mortgage Loan
Schedule attached as Exhibit D to the Agreement (as defined below), which
contains each of the Mortgage Loan Documents required to be included in the
Mortgage File, as set forth in Section 2.01 of the Pooling and Servicing
Agreement (the "Agreement"), dated as of March 1, 2002, among Asset Backed
Funding Corporation, as depositor, Wells Fargo Home Mortgage, Inc., as servicer,
Wells Fargo Bank Minnesota, National Association, as securities administrator,
and the undersigned, as trustee.

         The Trustee further certifies as to each Mortgage Note that the
Mortgage Note bears an original of an endorsement as set forth in clause (i) of
Section 2.01 of the Agreement.

         Except as described herein, the Trustee has made no independent
examination of any documents contained in any Mortgage File. The Trustee makes
no representations as to: (i) the validity, legality, sufficiency,
enforceability or genuineness of any of the documents contained in any Mortgage
Files or any of the Mortgage Loans listed on the Mortgage Loan Schedule attached
as Exhibit D to the Agreement or (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan.


                                     F-1-1
<PAGE>

                            [SIGNATURE PAGE FOLLOWS]















                                     F-1-2
<PAGE>


         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Agreement.

                                            FIRST UNION NATIONAL BANK,
                                            as Trustee

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

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

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





























                                     F-1-3
<PAGE>


                       Schedule A to Initial Certification

                                   Exceptions




























                                     F-1-4
<PAGE>



                                      F-2-3
                                   EXHIBIT F-2

                          FORM OF INTERIM CERTIFICATION


                                                                 _________, 20__


Asset Backed Funding Corporation             Wells Fargo Home Mortgage, Inc.
100 North Tryon Street                       Legal Department - MAC X2401-06T
Charlotte, North Carolina 28255              1 Home Campus
                                             Des Moines, Iowa  50328

Wells Fargo Bank Minnesota, National Association
11000 Broken Land Parkway
Columbia, Maryland  21044-3562
Attention:  Client Manager - ABFC 2002-WF1

Re:  ABFC Trust 2002-WF1 Asset-Backed Certificates Series 2002-WF1

Ladies and Gentlemen:

                  The undersigned, as Trustee, hereby certifies that as to each
Mortgage Loan listed on the Mortgage Loan Schedule attached as Exhibit D to the
Agreement (as defined below) (other than any Mortgage Loan which has been
liquidated or otherwise released to the Trustee or its designee) it has reviewed
the Mortgage File and has determined that, except as noted on the schedule of
exceptions attached hereto as Schedule A: (i) all documents required to be
included in the Mortgage File are in its possession; (ii) such documents have
been reviewed by it and appear regular on their face and relate to such Mortgage
Loan; and (iii) based on such examination, and only as to such documents, the
Mortgage Loan information set forth on the Mortgage Loan Schedule attached as
Exhibit D to the Agreement, as described in clauses (1), (2), (5), (7), (10),
(12), (18), (19), (20), (21), (22), and (25) of the definition of "Mortgage Loan
Schedule" in Section 1.01 of the Agreement, with respect to the Mortgage Loan
accurately reflects information set forth in the related Mortgage File. The
undersigned further certifies that the Trustee's review of each Mortgage File
included each of the procedures set forth in Section 2.02 of the Pooling and
Servicing Agreement (the "Agreement"), dated as of March 1, 2002, among Asset
Backed Funding Corporation, as depositor, Wells Fargo Home Mortgage, Inc., as
servicer, Wells Fargo Bank Minnesota, National Association, as securities
administrator, and the undersigned, as Trustee.

                  Except as described herein, the Trustee has made no
independent examination of any documents contained in any Mortgage File. The
Trustee makes no representations as to: (i) the validity, legality, sufficiency,
enforceability or genuineness of any of the documents contained in any Mortgage
File or any of the Mortgage Loans listed on the Mortgage Loan Schedule attached
as Exhibit D to the Agreement or (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan.


                                     F-2-1
<PAGE>

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Agreement.


                                            FIRST UNION NATIONAL BANK,
                                            as Trustee

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

                                            Its:
                                                  ------------------------------


                                     F-2-2
<PAGE>


                      Schedule A - to Interim Certification

                                   Exceptions


























                                     F-2-3
<PAGE>


                                   EXHIBIT F-3

                           FORM OF FINAL CERTIFICATION

                                                                 _________, 20__

Asset Backed Funding Corporation              Wells Fargo Home Mortgage, Inc.
100 North Tryon Street                        Legal Department - MAC X2401-06T
Charlotte, North Carolina 28255               1 Home Campus
                                              Des Moines, Iowa  50328

Wells Fargo Bank Minnesota, National Association
11000 Broken Land Parkway
Columbia, Maryland  21044-3562
Attention:  Client Manager - ABFC 2002-WF1

Re:  ABFC Trust 2002-WF1 Asset-Backed Certificates Series 2002-WF1

Ladies and Gentlemen:

                  The undersigned, as Trustee, hereby certifies that, except as
noted on the schedule of exceptions attached hereto as Schedule A, it has
received for each Mortgage Loan listed on the Mortgage Loan Schedule attached as
Exhibit D to the Agreement (as defined below) (other than a Mortgage Loan that
has been liquidated or otherwise released to the Trustee or its designee), a
complete Mortgage File that includes each of the documents required to be
included in the Mortgage File, as set forth in Section 2.01 of the Pooling and
Servicing Agreement (the "Agreement"), dated as of March 1, 2002, among Asset
Backed Funding Corporation, as depositor, Wells Fargo Home Mortgage, Inc., as
servicer, Wells Fargo Bank Minnesota, National Association, as securities
administrator and the undersigned, as Trustee.

         The Trustee has made no independent examination of any documents
contained in any Mortgage File beyond the review specifically required in the
Agreement. The Trustee makes no representations as to: (i) the validity,
legality, sufficiency, enforceability or genuineness of any of the documents
contained in the Mortgage File or any of the Mortgage Loans listed on the
Mortgage Loan Schedule attached as Exhibit D to the Agreement, (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan or (iii) whether any Mortgage File should include any guarantee agreement,
assumption agreement, modification agreement, written assurance or substitution
agreement.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Agreement.


                                            FIRST UNION NATIONAL BANK,
                                            as Trustee

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

                                            Its:
                                                  ------------------------------


                                     F-3-1
<PAGE>


                       Schedule A - to Final Certification

                                   EXCEPTIONS





























                                      F-3-2
<PAGE>

                                    EXHIBIT G

                        MORTGAGE LOAN PURCHASE AGREEMENT























                                       G-1
<PAGE>


                                    EXHIBIT H

                             AFFIDAVIT OF LOST NOTE

      I, ________________ being duly sworn, do hereby state under oath that:

1.    I as _______________ [title] of Wells Fargo Home Mortgage, Inc., (the
      "Seller"), am authorized to make this Affidavit on behalf of the seller.

2.    The Seller is the current payee under the following described mortgage
      note (the Note"):

                                    Loan No:        "LoanNumber"

                                    Borrower(s):    "BorrowersNames"

                                    Original Amount:  $"LoanAmt"

                                    Rate of Interest: "InterestRate"%

      Address of Mortgaged Property:    "Address", "City", "State" "Zip"

3.    The Note was not located after a thorough and diligent search.

4.    Attached hereto is a true and correct copy of the Note, endorsed in blank
      by Lender.

5.    The Seller hereby agrees to indemnify and hold harmless, its successors,
and assigns, against any loss, from the unavailability of the original Note,
provided that in no event shall the Seller be liable for special or
consequential damages with respect to the foregoing, including but not limited
to, any claim for lost profits.

                                             EXECUTED THIS ___ day of ______, on
                                             behalf of the Seller by:

                                             -----------------------------------
                                                                          [Name]

         On ____ day of _____________, before me appeared Heather Partin to me
personally known, who being, duly sworn did say that she is the Vice President
of Wells Fargo Home Mortgage Inc., and that said Affidavit of Lost Note was
signed and sealed on behalf of such corporation and said Patricia Staples
acknowledged this instrument to be the free act of deed of said corporation.

                  ----------------------------------------------
                  Notary Public in and for the State of Maryland


                  My Commission expires: __________________



                                       H-1
<PAGE>


                                    EXHIBIT I

                          FORM OF ERISA REPRESENTATION

Asset Backed Funding Corporation
100 North Tryon Street
Charlotte, North Carolina  28255

First Union National Bank
401 South Tryon Street, 12th Floor NC 1179
Charlotte, North Carolina  28288-1179
Attn:  Structured Finance Trust Services - ABFC 2002-WF1

    Re:     ABFC Mortgage Loan Asset-Backed Funding Certificates,
            Series 2002-WF1

Ladies and Gentlemen:

            1. [The undersigned is the ______________________ of (the
"Transferee") a [corporation duly organized] and existing under the laws of
__________, on behalf of which he makes this affidavit.] [The undersigned,
___________________, is the transferee (the "Transferee").]

            2. The Transferee hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") dated as of March 1, 2002,
among Asset Backed Funding Corporation, as depositor (the "Depositor"), Wells
Fargo Home Mortgage, Inc., as servicer, Wells Fargo Bank Minnesota, National
Association, as securities administrator (the "Securities Administrator"), and
First Union National Bank, as trustee (the "Trustee"), no transfer of the
ERISA-Restricted Certificates shall be permitted to be made to any person unless
the Depositor and the Certificate Registrar (as defined in the Agreement) have
received a certificate from such transferee in the form hereof.

            3. The Transferee either (x) (i) is not an employee benefit plan
subject to Section 406 or Section 407 of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), the Trustee of any such plan or a person
acting on behalf of any such plan nor a person using the assets of any such plan
or (ii) (except in the case of the Class P, Class R or Class CE Certificates) is
an insurance company which is purchasing such Certificates with funds contained
in an "insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60") and that the
purchase and holding of such Certificates are covered under Sections I and III
of PTCE 95-60 or (y) (except in the case of a Class R Certificate) shall deliver
to the Certificate Registrar and the Depositor an opinion of counsel (a "Benefit
Plan Opinion") satisfactory to the Certificate Registrar, and upon which the
Certificate Registrar and the Depositor shall be entitled to rely, to the effect
that the purchase or holding of such Certificate by the Transferee will not
result in the assets of the Trust Fund being deemed to be plan assets and
subject to the prohibited transaction provisions of ERISA or the Code and will
not subject the Trustee, the Securities Administrator or the Depositor to any
obligation in addition to those undertaken by such entities in the Pooling and
Servicing Agreement, which opinion of counsel shall not be an expense of the
Trustee, the Securities Administrator or the Depositor.


                                      I-1
<PAGE>

                  Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Agreement.


                                      I-2
<PAGE>


                  IN WITNESS WHEREOF, the Transferee has executed this
certificate.


                                              ----------------------------------
                                             [Transferee]


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


                                      I-3
<PAGE>


                                   EXHIBIT J-1

                    FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                                                          [DATE]

Asset Backed Funding Corporation
100 North Tryon Street
Charlotte, North Carolina  28255

First Union National Bank
401 South Tryon Street, 12th Floor NC1179
Charlotte, North Carolina 28288-1179
Attn:  Structured Finance Trust Services - ABFC 2002-WF1

         Re:      ABFC Mortgage Loan Asset-Backed Certificates, Series 2002-WF1

Ladies and Gentlemen:

                  In connection with our acquisition of the ABFC Mortgage Loan
Asset-Backed Certificates, Series 2002-WF1 (the "Certificates"), we certify that
(a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are acquiring the Certificates for investment
for our own account and not with a view to any distribution of such Certificates
(but without prejudice to our right at all times to sell or otherwise dispose of
the Certificates in accordance with clause (g) below), (e) we agree that the
Certificates must be held indefinitely by us and we acknowledge that we are able
to bear the economic risk of investment in the Certificates, (f) we have not
offered or sold any Certificates to, or solicited offers to buy any Certificates
from, any person, or otherwise approached or negotiated with any person with
respect thereto, or taken any other action which would result in a violation of
Section 5 of the Act, (g) we will not sell, transfer or otherwise dispose of any
Certificates unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt from
such registration requirements, and if requested, we will at our expense provide
an opinion of counsel satisfactory to the addressees of this Certificate that
such sale, transfer or other disposition may be made pursuant to an exemption
from the Act, (2) the purchaser or transferee of such Certificate has executed
and delivered to you a certificate to substantially the same effect as this
certificate, and (3) the purchaser or transferee has otherwise complied with any
conditions for transfer set forth in the Pooling and Servicing Agreement and (h)
we acknowledge that the Certificates will bear a legend setting forth the
applicable restrictions on transfer.


                                      J1-1
<PAGE>

                                                  Very truly yours,


                                                  [NAME OF TRANSFEREE]


                                                  By:
                                                      --------------------------
                                                          Authorized Officer




















                                      J1-2
<PAGE>


                                   EXHIBIT J-2

                       FORM OF RULE 144A INVESTMENT LETTER

                                     [DATE]


Asset Backed Funding Corporation
100 North Tryon Street
Charlotte, North Carolina  28255

First Union National Bank
401 South Tryon Street, 12th Floor NC1179
Charlotte, North Carolina 28288-1179
Attn:  Structured Finance Trust Services - ABFC 2002-WF1

         Re:      ABFC Mortgage Loan Asset-Backed Certificates, Series 2002-WF1

Ladies and Gentlemen:

                  In connection with our acquisition of the ABFC Mortgage Loan
Asset-Backed Certificates, Series 2002-WF1 (the "Certificates"), we certify that
(a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificates, (c) we have not, nor has anyone acting on our behalf offered,
transferred, pledged, sold or otherwise disposed of the Certificates, any
interest in the Certificates or any other similar security to, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates or any other similar security with, any person
in 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 Certificates under the Securities Act or that would render
the disposition of the Certificates a violation of Section 5 of the Securities
Act or require registration pursuant thereto, nor will act, nor has authorized
or will authorize any person to act, in such manner with respect to the
Certificates, (d) we are a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act and have completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex 2. We
are aware that the sale to us is being made in reliance on Rule 144A. We are
acquiring the Certificates for our own account or for resale pursuant to Rule
144A and further, understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, and who executes a
certification in the form of this letter and a certification in the form of
either Annex 1 or Annex 2 attached hereto, or (ii) pursuant to another exemption
from registration under the Securities Act.



                                      J2-1
<PAGE>

                                              Very truly yours,


                                              [NAME OF TRANSFEREE]

                                              By:
                                                  ------------------------------
                                                      Authorized Officer


                                      J2-2
<PAGE>


                                                          ANNEX 1 TO EXHIBIT J-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

            i. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

            ii. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A ("Rule
144A") under the Securities Act of 1933, as amended (the "1933 Act") because (i)
the Buyer owned and/or invested on a discretionary basis $________(1) in
securities (except for the excluded securities referred to below) as of the end
of the Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the
category marked below.

            ___ Corporation, etc. The Buyer is a corporation (other than a bank,
            savings and loan association or similar institution), Massachusetts
            or similar business trust, partnership, or charitable organization
            described in Section 501(c)(3) of the Internal Revenue Code of 1986,
            as amended.

            ___ Bank. The Buyer (a) is a national bank or banking institution as
            defined in Section 3(a)(2) of the 1933 Act 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 as of a date not more than 16 months preceding
            the date of this certification in the case of a U.S. bank, and not
            more than 18 months preceding the date of this certification in the
            case of a foreign bank or equivalent institution, a copy of which
            financial statements are attached hereto.

            ___ Savings and Loan. The Buyer (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution referenced in Section
            3(a)(5)(A) of the 1933 Act, which is supervised and examined by a
            State or Federal authority having supervisory authority 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
            $25,000,000 as demonstrated in its latest annual financial
            statements, as of a date not more than 16 months preceding the date
            of this certification in the case of a U.S. bank, and not more than
            18 months preceding the date of this certification in the case of a
            foreign bank or equivalent institution, a copy of which financial
            statements are attached hereto.

--------
(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.


                                      J2-3
<PAGE>

            ___ Broker-dealer. The Buyer is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934, as amended.

            ___ Insurance Company. The Buyer is an insurance company, as defined
            in Section 2(13) of the 1933 Act, 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 Buyer is a plan established and
            maintained by a State, its political subdivisions, or any agency or
            instrumentality of the State or its political subdivisions, for the
            benefit of its employees.

            ___ ERISA Plan. The Buyer is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

            ___ Investment Advisor. The Buyer is an investment advisor
            registered under the Investment Advisors Act of 1940.

            ___ Small Business Investment Company. Buyer is a small business
            investment company licensed by the U.S. Small Business
            Administration under Section 301(c) or (d) of the Small Business
            Investment Act of 1958.

            ___ Business Development Company. Buyer is a business development
            company as defined in Section 202(a)(22) of the Investment Advisors
            Act of 1940.

            ___ Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under subsection
            (a)( 1) of Rule 144A pursuant to which it qualifies. Note that
            registered investment companies should complete Annex 2 rather than
            this Annex 1.)

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


                                      J2-4
<PAGE>


            iii. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) 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.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Buyer, the Buyer did not inclued any of
the securities referred to in this paragraph.

            iv. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

            v. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

            vi. Will the Buyer be purchasing the Certificates  _____   _____
                only for the Buyer's own account?                  YES    NO

            If the answer to the foregoing question is "NO," the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer 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 Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer 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.

            vii. Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.

                          [SIGNATURE ON FOLLOWING PAGE]



                                      J2-5
<PAGE>



                                               ---------------------------------
                                               Print Name of Buyer


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


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



















                                      J2-6
<PAGE>


                                                          ANNEX 2 TO EXHIBIT J-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

            The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

            1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A ("Rule
144A") under the Securities Act of 1933, as amended (the "1933 Act") because
Buyer is part of a Family of Investment Companies (as defined below), is such an
officer of the Adviser.

            2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act") and (ii) as marked below, the Buyer alone, or the
Buyer's Family of Investment Companies, owned at least $100,000,000 in
securities (other than the excluded securities referred to in paragraph 4 below)
as of the end of the Buyer's most recent fiscal year. For purposes of
determining the amount of securities owned by the Buyer or the Buyer's Family of
Investment Companies, the cost of such securities was used, except (i) where the
Buyer or the Buyer's Family of Investment Companies reports its securities
holdings in its financial statements on the basis of their market value, and
(ii) no current information with respect to the cost of those securities has
been published. If clause (ii) in the preceding sentence applies, the securities
may be valued at market.

            ___ The Buyer owned $ in securities (other than the excluded
            securities referred to in paragraph 4 below) as of the end of the
            Buyer's most recent fiscal year (such amount being calculated in
            accordance with Rule 144A).

            ___ The Buyer is part of a Family of Investment Companies which
            owned in the aggregate $ in securities (other than the excluded
            securities referred to in paragraph 4 below) as of the end of the
            Buyer's most recent fiscal year (such amount being calculated in
            accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
two or more Registered Investment Companies, except for a unit investment trust
whose assets consist solely of shares of one or more Registered Investment
Companies (provided that each series of a "series company," as defined in Rule
18f-2 under the 1940 Act, shall be deemed to be a separate investment company)
that have the same investment adviser (or, in the case of unit investment
trusts, the same depositor) or investment advisers (or depositors) 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).


                                      J2-7
<PAGE>

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Buyer, or owned by the Buyer's Family of Investment Companies, the securities
referred to in this paragraph were excluded.

            5. The Buyer 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 Buyer
will be in reliance on Rule I 44A.

            ____    ____   Will the Buyer be purchasing the Transferred Owner
             Yes      No   Trust Certificates only for the Buyer's own account?

            6. If the answer to the foregoing question is "NO," the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer 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 Buyer agrees that the Buyer will not purchase securities for a
third party unless the buyer 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 undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of the Transferred Owner Trust
Certificates will constitute a reaffirmation of this certification by the
undersigned as of the date of such purchase.



                                       Print Name of Buyer or Adviser


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

                                       IF AN ADVISER:


                                       Print Name of Buyer

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


                                      J2-8
<PAGE>


                                    EXHIBIT K

                 FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT

          ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2002-WF1


STATE OF          )
                  )                                                         ss.:
COUNTY OF         )


            The undersigned, being first duly sworn, deposes and says as
follows:

            1. The undersigned is [an officer of] , the proposed Transferee of
an Ownership Interest in a Class R Certificates (the "Certificates") issued
pursuant to the Pooling and Servicing Agreement, (the "Agreement"), relating to
the above-referenced Certificates, among Asset Backed Funding Corporation, as
depositor, Wells Fargo Home Mortgage, Inc., as servicer, Wells Fargo Bank
Minnesota, National Association, as securities administrator, and First Union
National Bank, as trustee (the "Trustee"). Capitalized terms used, but not
defined herein shall have the meanings ascribed to such terms in the Agreement.
The Transferee has authorized the undersigned to make this affidavit on behalf
of the Transferee.

            2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificates either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.

            3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificates to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

            4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificates if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)

                                       K-1
<PAGE>

            5. The Transferee has reviewed the provisions of Section 5.02(d) of
the Agreement and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificates including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(d) of the Agreement and the
restrictions noted on the face of the Certificates. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

            6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificates, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth in this Exhibit K to the Agreement (a "Transferor Certificate")
to the effect that such Transferee has no actual knowledge that the Person to
which the Transfer is to be made is not a Permitted Transferee.

            7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Certificates.

            8. The Transferee's taxpayer identification number is        .

            9. The Transferee is a U.S. Person as defined in the Pooling and
Servicing Agreement.

            10. The Transferee is aware that the Certificates may be a
"noneconomic residual interest" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.

            11. The Transferee is not an employee benefit plan that is subject
to ERISA or a plan that is subject to Section 4975 of the Code, nor are we
acting on behalf of such a plan.


                                      K-2
<PAGE>



            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this            day of                , 20 .


                                              [NAME OF TRANSFEREE]


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


[Corporate Seal]

ATTEST:



[Assistant] Secretary


            Personally appeared before me the above-named            , known or
proved to me to be the same person who executed the foregoing instrument and to
be the of the Transferee, and acknowledged that he executed the same as his free
act and deed and the free act and deed of the Transferee.

                Subscribed and sworn before me this _____day of , 20 __.



                                                   -----------------------------
                                                   NOTARY PUBLIC


                                                   My Commission expires the day
                                                   of_____, 20__ .


                                      K-3
<PAGE>

                                    EXHIBIT L

                         FORM OF TRANSFEROR CERTIFICATE

                                                                          [DATE]

Asset Backed Funding Corporation
100 North Tryon Street
Charlotte, North Carolina  28255

First Union National Bank
401 South Tryon Street, 12th Floor NC 1179
Charlotte, North Carolina  28288-1179
Attn:  Structured Finance Trust Services - ABFC 2002-WF1

         Re:      ABFC Mortgage Loan Asset-Backed Certificates, Series 2002-WF1

Ladies and Gentlemen:

                  In connection with our disposition of the ABFC Mortgage Loan
Asset-Backed Certificates, Series 2002-WF1 (the "Certificates"), we certify that
(a) we understand that the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act"), and are being disposed by us in
a transaction that is exempt from the registration requirements of the Act, (b)
we have not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act, (c) to
the extent we are disposing of a Class [ ] Certificate, we have no knowledge the
Transferee is not a Permitted Transferee and (d) no purpose of the proposed
disposition of a Class [ ] Certificate is to impede the assessment or collection
of tax.


                                             Very truly yours,


                                             [---------------------]


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

                                      L-1
<PAGE>


                                    EXHIBIT M

                              DEPOSITORY AGREEMENT























                                      M-1
<PAGE>


                                    EXHIBIT N

                    MONTHLY INFORMATION DELIVERED BY SERVICER

1.    With respect to the Mortgage Pool, the number and Principal Balances of
      all Mortgage Loans which were the subject of Principal Prepayments during
      the related Collection Period.

2.    With respect to the Mortgage Pool, the amount of all curtailments which
      were received during the related Collection Period.

3.    With respect to the Mortgage Pool, the aggregate amount of principal
      portion of all Monthly Payments received during the related Collection
      Period.

4.    With respect to the Mortgage Pool, the amount of interest received on the
      Mortgage Loans during the related Collection Period.

5.    With respect to the Mortgage Pool, the aggregate amount of the Advances
      made and recovered with respect to such Distribution Date.

6.    With respect to the Mortgage Pool, the delinquency and foreclosure
      information and the amount of Mortgage Loan Losses during the related
      Collection Period.

7.    With respect to the Mortgage Pool, the weighted average maturity, the
      weighted average Mortgage Interest Rate and the weighted average Net
      Mortgage Interest Rate as of the last day of the Collection Period
      preceding the related Accrual Period.

8.    The Servicing Fees paid and Servicing Fees accrued during the related
      Collection Period.

9.    The amount of all payments or reimbursements to the Servicer paid or to be
      paid since the prior Distribution Date (or in the case of the first
      Distribution Date, since the Closing Date).

10.   The Pool Balance as of the beginning and as of the end of the preceding
      Collection Period.

11.   With respect to the Mortgage Pool, the number of Mortgage Loans
      outstanding at the beginning and at the end of the related Collection
      Period.

12.   The aggregate interest accrued on the Mortgage Loans at their respective
      Mortgage Interest Rates for the related Collection Period.

13.   The amount deposited in the Collection Account which may not be withdrawn
      therefrom pursuant to an Order of a United States Bankruptcy Court of
      competent jurisdiction imposing a stay pursuant to Section 362 of U.S.
      Bankruptcy Code.

14.   The aggregate Realized Losses since the Cut-off Date as of the end of the
      related Collection Period.

15.   The Overcollateralized Amount, the Targeted Overcollateralization Amount,
      any Overcollateralization Deficiency and any Overcollateralization Release
      Amount, in each case after giving effect to distributions on such
      Distribution Date.



                                      N-1
<PAGE>


                                   SCHEDULE I

                           PREPAYMENT CHARGE SCHEDULE

















                                  SCHEDULE I-3


<PAGE>





















                                  SCHEDULE I-4