AMERIQUEST MORTGAGE SECURITIES INC.

                                    Depositor



                           AMERIQUEST MORTGAGE COMPANY

                                 Master Servicer



                         U.S. BANK NATIONAL ASSOCIATION

                                     Trustee


                                       and

                    BANKERS TRUST COMPANY OF CALIFORNIA, N.A.

                               Trust Administrator



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

                         POOLING AND SERVICING AGREEMENT
                            Dated as of March 1, 2002

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



                     Asset-Backed Pass-Through Certificates

                                  Series 2002-1








<PAGE>


<TABLE>
<CAPTION>
                                                  TABLE OF CONTENTS

SECTION                                                                                                         PAGE
-------                                                                                                         ----
<S>                                                                                                             <C>

                                                     ARTICLE I

                                                    DEFINITIONS

         1.01.    Defined Terms....................................................................................5
         1.02.    Allocation of Certain Interest Shortfalls.......................................................55
         1.03     Rights of the NIMS Insurer......................................................................56

                                                     ARTICLE II

                                           CONVEYANCE OF MORTGAGE LOANS;
                                         ORIGINAL ISSUANCE OF CERTIFICATES

         2.01.    Conveyance of Mortgage Loans....................................................................57
         2.02.    Acceptance of REMIC I by the Trustee............................................................59
         2.03.    Repurchase or Substitution of Mortgage Loans by the Originator or the
                  Depositor; Payment of Prepayment Charge Payment Amounts.........................................61
         2.04.    [Reserved]......................................................................................64
         2.05.    Representations, Warranties and Covenants of the Master Servicer................................64
         2.06.    Issuance of the REMIC I Regular Interests and the Class R-I Interest............................67
         2.07.    Conveyance of the REMIC I Regular Interests; Acceptance of REMIC II by the
                  Trustee.........................................................................................67
         2.08.    Conveyance of the REMIC II Regular Interests; Acceptance of REMIC III
                  by the Trustee..................................................................................68
         2.09.    Issuance of Class R Certificates................................................................68
         2.10.    Conveyance of the Subsequent Mortgage Loans.....................................................68

                                                    ARTICLE III

                                            ADMINISTRATION AND SERVICING
                                               OF THE MORTGAGE LOANS

         3.01.    Master Servicer to Act as Master Servicer.......................................................72
         3.02.    Collection of Certain Mortgage Loan Payments....................................................74
         3.03.    [Reserved]......................................................................................75
         3.04.    Collection Account, Escrow Account and Distribution Account.....................................75
         3.05.    Permitted Withdrawals From the Collection Account, Escrow Account and
                  Distribution Account............................................................................79
         3.06.    Investment of Funds in the Collection Account, the Escrow Account, the REO
                  Account and the Distribution Account............................................................82
         3.07.    [Reserved]......................................................................................84
         3.08.    Maintenance of Hazard Insurance.................................................................84


                                       ii

<PAGE>


SECTION                                                                                                         PAGE
-------                                                                                                         ----

         3.09.    Maintenance of Mortgage Blanket Insurance.......................................................84
         3.10.    Fidelity Bond; Errors and Omissions Insurance...................................................85
         3.11.    Enforcement of Due-On-Sale Clauses; Assumption Agreements.......................................85
         3.12.    Realization Upon Defaulted Mortgage Loans.......................................................86
         3.13.    Title, Management and Disposition of REO Property...............................................88
         3.14.    [Reserved]......................................................................................91
         3.15.    Reports of Foreclosure and Abandonment of Mortgaged Properties..................................91
         3.16.    Optional Purchase of Defaulted Mortgage Loans...................................................92
         3.17.    Trust Administrator to Cooperate; Release of Mortgage Files.....................................93
         3.18.    Servicing Compensation..........................................................................94
         3.19.    Statement as to Compliance......................................................................94
         3.20.    Independent Public Accountants' Servicing Report................................................94
         3.21.    Access to Certain Documentation.................................................................95
         3.22.    [Reserved]......................................................................................95
         3.23.    Advance Facility................................................................................95

                                                     ARTICLE IV

                                           PAYMENTS TO CERTIFICATEHOLDERS

         4.01.    Distributions...................................................................................98
         4.02.    Statements to Certificateholders...............................................................105
         4.03.    Remittance Reports; Advances...................................................................109
         4.04.    Allocation of Realized Losses..................................................................110
         4.05.    Compliance with Withholding Requirements.......................................................112
         4.06.    Commission Reporting...........................................................................112
         4.07.    Reports to the Trust Administrator and the Trustee; Collection Account
                  Statements.....................................................................................113
         4.08.    Pre-Funding Account............................................................................114
         4.09.    Interest Coverage Account......................................................................115
         4.10     Net WAC Rate Carryover Reserve Account.........................................................116

                                                     ARTICLE V

                                                  THE CERTIFICATES

         5.01.    The Certificates...............................................................................118
         5.02.    Registration of Transfer and Exchange of Certificates..........................................120
         5.03.    Mutilated, Destroyed, Lost or Stolen Certificates..............................................125
         5.04.    Persons Deemed Owners..........................................................................125
         5.05.    Certain Available Information..................................................................126

                                                     ARTICLE VI

                                       THE DEPOSITOR AND THE MASTER SERVICER

         6.01.    Liability of the Depositor and the Master Servicer.............................................127
         6.02.    Merger or Consolidation of the Depositor or the Master Servicer................................127
         6.03.    Limitation on Liability of the Depositor, the Master Servicer and Others.......................127
         6.04.    Limitation on Resignation of the Master Servicer...............................................128
         6.05.    Rights of the Depositor in Respect of the Master Servicer......................................129
         6.06.    Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers.........................129
         6.07.    Successor Sub-Servicers........................................................................131
         6.08.    Liability of the Master Servicer...............................................................131
         6.09.    No Contractual Relationship Between Sub-Servicers and the NIMS Insurer, the
                  Trust Administrator, the Trustee or Certificateholders.........................................131
         6.10.    Assumption or Termination of Sub-Servicing Agreements by Trust Administrator...................132
         6.11.    Sub-Servicing Accounts.........................................................................132

                                                    ARTICLE VII

                                                      DEFAULT

         7.01.    Master Servicer Events of Default..............................................................133
         7.02.    Trust Administrator or Trustee to Act; Appointment of Successor................................135
         7.03.    Notification to Certificateholders.............................................................138
         7.04.    Waiver of Master Servicer Events of Default....................................................138

                                                    ARTICLE VIII

                                 CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR

         8.01.    Duties of Trustee..............................................................................139
         8.02.    Certain Matters Affecting the Trustee and the Trust Administrator..............................140
         8.03.    Neither the Trustee nor Trust Administrator Liable for Certificates or Mortgage
                  Loans..........................................................................................141
         8.04.    Trustee and Trust Administrator May Own Certificates...........................................142
         8.05.    Trustee's and Trust Administrator's Fees and Expenses..........................................142
         8.06.    Eligibility Requirements for Trustee and the Trust Administrator...............................143
         8.07.    Resignation and Removal of the Trustee and the Trust Administrator.............................143
         8.08.    Successor Trustee..............................................................................144
         8.09.    Merger or Consolidation of Trustee.............................................................145
         8.10.    Appointment of Co-Trustee or Separate Trustee..................................................145
         8.11.    Appointment of Custodians......................................................................146
         8.12.    Appointment of Office or Agency................................................................147
         8.13.    Representations and Warranties of the Trustee and the Trust Administrator......................147



                                       iii

<PAGE>


SECTION                                                                                                         PAGE
-------                                                                                                         ----

                                                     ARTICLE IX

                                                    TERMINATION

         9.01     Termination Upon Repurchase or Liquidation of All Mortgage Loans...............................149
         9.02     Additional Termination Requirements............................................................151

                                                     ARTICLE X

                                                  REMIC PROVISIONS

         10.01.   REMIC Administration...........................................................................152
         10.02.   Prohibited Transactions and Activities.........................................................155
         10.03.   Master Servicer and Trustee and Trust Administrator Indemnification............................155

                                                     ARTICLE XI

                                              MISCELLANEOUS PROVISIONS

         11.01.   Amendment......................................................................................156
         11.02.   Recordation of Agreement; Counterparts.........................................................157
         11.03.   Limitation on Rights of Certificateholders.....................................................157
         11.04.   Governing Law..................................................................................158
         11.05.   Notices........................................................................................158
         11.06.   Severability of Provisions.....................................................................159
         11.07.   Notice to Rating Agencies and the NIMS Insurer.................................................159
         11.08.   Article and Section References.................................................................160
         11.09.   Grant of Security Interest.....................................................................160
         11.10    Third Party Rights.............................................................................161
         11.11    NIMS Insurer's Rights..........................................................................161
</TABLE>




                                       iv

<PAGE>



<TABLE>
<CAPTION>
Exhibits
--------
<S>               <C>
Exhibit A-1       Form of Class AF-1 Certificate
Exhibit A-2       Form of Class AF-2 Certificate
Exhibit A-3       Form of Class AF-3 Certificate
Exhibit A-4       Form of Class AF-4 Certificate
Exhibit A-5       Form of Class AF-5 Certificate
Exhibit A-6       Form of Class AF-6 Certificate
Exhibit A-7       Form of Class AV Certificate
Exhibit A-8       Form of Class M-1 Certificate
Exhibit A-9       Form of Class M-2 Certificate
Exhibit A-10      Form of Class M-3 Certificate
Exhibit A-11      Form of Class M-4 Certificate
Exhibit A-12      Form of Class CE Certificate
Exhibit A-13      Form of Class P Certificate
Exhibit A-14      Form of Class S Certificate
Exhibit A-15      Form of Class R Certificate
Exhibit B         [Reserved]
Exhibit C-1       Form of Trustee's Initial Certification
Exhibit C-2       Form of Trustee's Final Certification
Exhibit C-3       Form of Trustee's Receipt of Mortgage Note
Exhibit D         Form of Mortgage Loan Purchase Agreement
Exhibit E-1       Request for Release
Exhibit E-2       Request for Release Mortgage Loans paid in full
Exhibit F-1       Form of Transferor Representation Letter and Form of Transferee Representation
                  Letter in Connection with Transfer of Class CE and Class P
                  Certificates Pursuant to Rule 144A Under the 1933 Act
Exhibit F-2       Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in
                  Connection with Transfer of Residual Certificates
Exhibit G         Form of Certification with respect to ERISA and the Code
Exhibit H         [Reserved]
Exhibit I         Form of Subsequent Transfer Instrument
Exhibit J         Form of Addition Notice
Exhibit O         Loss Mitigation Action Plan

Schedule 1        Mortgage Loan Schedule
Schedule 2        Prepayment Charge Schedule
</TABLE>




                                        v

<PAGE>



                  This Pooling and Servicing Agreement, is dated and effective
as of March 1, 2002, among AMERIQUEST MORTGAGE SECURITIES INC., as Depositor,
AMERIQUEST MORTGAGE COMPANY, as Master Servicer, U.S. Bank National Association,
as Trustee and BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Trust
Administrator.

                             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
each REMIC (as defined herein) created hereunder. The Trust Fund will consist of
a segregated pool of assets consisting of the Mortgage Loans, the Pre-Funding
Accounts and the Interest Coverage Accounts and certain other related assets
subject to this Agreement.

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets (other than any Master Servicer Prepayment Charge Payment
Amounts, the Pre-Funding Accounts, the Net WAC Rate Carryover Reserve Account,
the Interest Coverage Accounts, the Initial Deposit Account and any Subsequent
Mortgage Loan Interest) subject to this Agreement as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as "REMIC
I." The Class R-I Interest will be the sole class of "residual interests" in
REMIC I for purposes of the REMIC Provisions (as defined herein). The following
table irrevocably sets forth the designation, the REMIC I Remittance Rate, the
initial Uncertificated Balance and, solely for purposes of satisfying Treasury
regulation section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the REMIC I Regular Interests (as defined herein). None of the REMIC I
Regular Interests will be certificated.
<TABLE>
<CAPTION>


                                          REMIC I                        Initial                    Latest Possible
         Designation                  Remittance Rate            Uncertificated Balance            Maturity Date(1)
         -----------                  ---------------            ----------------------            -------------
<S>        <C>                       <C>                         <C>                                <C>
            I-LTA                       Variable(2)                  $586,068,791.13                April 25, 2032
            I-LTB                       Variable(2)                  $ 90,000,000.00                April 25, 2032
            I-LTC                       Variable(2)                  $223,931,108.87                April 25, 2032
            I-LTP                       Variable(2)                     $ 100.00                    April 25, 2032
</TABLE>
---------------
(1)      Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each REMIC I
         Regular Interest.
(2)      Calculated in accordance with the definition of "REMIC I Remittance
         Rate" herein.





<PAGE>



                                    REMIC II

               As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II". The Class R-II Interest will be the sole class of
"residual interests" in REMIC II for purposes of the REMIC Provisions (as
defined herein). The following table irrevocably sets forth the designation, the
REMIC II Remittance Rate, the initial Uncertificated Balance and, solely for
purposes of satisfying Treasury regulation Section 1.860G- 1(a)(4)(iii), the
"latest possible maturity date" for each of the REMIC II Regular Interests (as
defined herein). None of the REMIC II Regular Interests will be certificated.
<TABLE>
<CAPTION>

                                            REMIC II                              Initial                       Latest Possible
        Designation                     Remittance Rate                    Uncertificated Balance               Maturity Date(1)
        -----------                     ---------------                    ----------------------               ----------------
<S>                                     <C>                                <C>                                  <C>
        II-LTAA                           Variable(2)                         $881,999,900.00                    April 25, 2032
        II-LTAF1                          Variable(2)                         $    850,000.00                    April 25, 2032
        II-LTAF2                          Variable(2)                         $    300,000.00                    April 25, 2032
        II-LTAF3                          Variable(2)                         $    500,000.00                    April 25, 2032
        II-LTAF4                          Variable(2)                         $    230,000.00                    April 25, 2032
        II-LTAF5                          Variable(2)                         $    325,020.00                    April 25, 2032
        II-LTAF6                          Variable(2)                         $    300,000.00                    April 25, 2032
        II-LTAV                           Variable(2)                         $  5,054,980.00                    April 25, 2032
        II-LTM1                           Variable(2)                         $    450,000.00                    April 25, 2032
        II-LTM2                           Variable(2)                         $    450,000.00                    April 25, 2032
        II-LTM3                           Variable(2)                         $    360,000.00                    April 25, 2032
        II-LTM4                           Variable(2)                         $     67,500.00                    April 25, 2032
        II-LTZZ                           Variable(2)                         $  9,112,500.00                    April 25, 2032
        II-LTS                            Variable(2)                              N/A(3)                        April 25, 2032
        II-LTP                            Variable(2)                         $        100.00                    April 25, 2032
</TABLE>

----------------
(1)      Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each REMIC II
         Regular Interest.
(2)      Calculated in accordance with the definition of "REMIC II Remittance
         Rate" herein.
(3)      REMIC II Regular Interest II-LTS will not have an Initial
         Uncertificated Balance, but will accrue interest on its Uncertificated
         Notional Amount outstanding from time to time which shall equal the
         Initial Uncertificated Balance of REMIC I Interest I-LTB.



                                        2

<PAGE>



                                    REMIC III

               As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the REMIC II Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC III." The Class R-III Interest will evidence the sole
class of "residual interests" in REMIC III for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, solely for purposes of satisfying Treasury regulation section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated
Classes of Certificates.

<TABLE>
<CAPTION>

                                                                     Initial Aggregate
                                                                   Certificate Principal       Latest Possible
         Designation                    Pass-Through Rate                 Balance             Maturity Date(1)
         -----------                    -----------------                 -------             ----------------
<S>                                     <C>                          <C>                       <C>
         Class AF-1                      Variable(2)                    $  85,000,000.00        April 25, 2032
         Class AF-2                      Variable(2)                    $  30,000,000.00        April 25, 2032
         Class AF-3                      Variable(2)                    $  50,000,000.00        April 25, 2032
         Class AF-4                      Variable(2)                    $  23,000,000.00        April 25, 2032
         Class AF-5                      Variable(2)                    $  32,502,000.00        April 25, 2032
         Class AF-6                      Variable(2)                    $  30,000,000.00        April 25, 2032
         Class AV                        Variable(2)                    $ 505,498,000.00        April 25, 2032
         Class M-1                       Variable(2)                    $  45,000,000.00        April 25, 2032
         Class M-2                       Variable(2)                    $  45,000,000.00        April 25, 2032
         Class M-3                       Variable(2)                    $  36,000,000.00        April 25, 2032
         Class M-4                       Variable(2)                    $   6,750,000.00        April 25, 2032
         Class S                         Variable(2)                          N/A(3)            April 25, 2032
         Class CE                        Variable(3)                    $  11,249,900.00        April 25, 2032
         Class P                             N/A(4)                     $         100.00        April 25, 2032
----------------
</TABLE>

(1)      Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loans with the latest maturity date has been
         designated as the "latest possible maturity date" for each Class of
         Certificates.
(2)      Calculated in accordance with the definition of "Pass-Through Rate"
         herein.
(3)      The Class S Certificates will not have a Certificate Principal Balance,
         but will receive all amounts distributed to REMIC II Regular Interest
         II-LTS.
(4)      The Class CE Certificates will accrue interest at their variable
         Pass-Through Rate on the Notional Amount of the Class CE Certificates
         outstanding from time to time which shall equal the Uncertificated
         Balance of the REMIC II Regular Interests. The Class CE Certificates
         will not accrue interest on their Certificate Principal Balance. The
         Class CE Certificates will also be entitled to the Subsequent Mortgage
         Loan Interest, as a right with respect to a component of the Class CE
         Certificates that will not be treated as a REMIC regular interest but
         rather as separate interest strips from the Subsequent Mortgage Loans
         for a specified period of time.
(5)      The Class P Certificates will not accrue interest.




                                        3

<PAGE>



               As of the Cut-off Date, the Initial Group I Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $225,807,238.66 and the Initial
Group II Mortgage Loans had an aggregate Scheduled Principal Balance equal to
$450,261,652.47. The amount deposited by the Depositor in the Group I
Pre-Funding Account on the Closing Date is the Original Group I Pre- Funded
Amount and the amount deposited by the Depositor in the Group II Pre-Funding
Account on the Closing Date is the Original Group II Pre-Funded Amount.

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




                                        4

<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

               SECTION 1.01.          Defined Terms.

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

               "Accrued Certificate Interest": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual Certificates)
and each Distribution Date, interest accrued during the related Interest Accrual
Period at the Pass-Through Rate for such Certificate for such Distribution Date
on the Certificate Principal Balance, in the case of the Class A Certificates
and the Mezzanine Certificates, or on the Notional Amount, in the case of the
Class S Certificates and the Class CE Certificates, of such Certificate
immediately prior to such Distribution Date. The Class P Certificates are not
entitled to distributions in respect of interest and, accordingly, will not
accrue interest. All distributions of interest on the Class AV Certificates and
the Mezzanine Certificates will be calculated on the basis of a 360-day year and
the actual number of days in the applicable Interest Accrual Period. All
distributions of interest on the Class AF Certificates, the Class S Certificates
and the Class CE Certificates will be based on a 360-day year consisting of
twelve 30- day months. Accrued Certificate Interest with respect to each
Distribution Date, as to any Class A Certificate, Mezzanine Certificate, Class S
Certificate or Class CE Certificate, shall be reduced by an amount equal to the
portion allocable to such Certificate pursuant to Section 1.02 hereof of the sum
of (a) the aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date to the extent not covered by payments pursuant to Section
4.03(e) or allocated to the Class CE Certificates and (b) the aggregate amount
of any Relief Act Interest Shortfall, if any, for such Distribution Date. In
addition, Accrued Certificate Interest with respect to each Distribution Date,
as to any Class CE Certificate, shall be reduced by an amount equal to the
portion allocable to such Class CE Certificate of Realized Losses, if any,
pursuant to Section 4.04 hereof. Notwithstanding the foregoing, for federal
income tax purposes and under the REMIC Provisions, the Accrued Certificate
Interest for the Class S Certificates and any Distribution Date will be deemed
to be 100% of the Uncertificated Interest for REMIC II Regular Interest II-LTS
for such Distribution Date.

               "Addition Notice": With respect to the transfer of Subsequent
Mortgage Loans to the Trust Fund pursuant to Section 2.10, a notice of the
Depositor's designation of the Subsequent Mortgage Loans to be sold to the Trust
Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of
the related Subsequent Cut-off Date. The Addition Notice shall be given not
later than three Business Days prior to the related Subsequent Transfer Date and
shall be substantially in the form of Exhibit J.





                                        5

<PAGE>



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

               "Administration Fee": The amount payable to the Trust
Administrator on each Distribution Date pursuant to Section 8.05 as compensation
for all services rendered by it or the Trustee in the execution of the trust
hereby created and in the exercise and performance of any of the powers and
duties of the Trust Administrator and the Trustee hereunder, which amount shall
equal the Administration Fee Rate accrued for one month multiplied by the sum of
(i) the aggregate Scheduled Principal Balance of the Mortgage Loans and any REO
Properties as of the second preceding Due Date (or, in the case of the initial
Distribution Date, as of the Cut-off Date), calculated on the basis of a 360-day
year consisting of twelve 30-day months and (ii) the aggregate of the amounts on
deposit in the Pre-Funding Accounts as of the second preceding Due Date. The fee
payable to the Trustee for all services rendered by it in the execution of the
trust hereby created and the exercise and performance of any of the powers and
duties of the Trustee hereunder will be paid by the Trust Administrator out of
the Trust Administrator's own funds or out of the Administration Fee received by
the Trust Administrator.

               "Administration Fee Rate": 0.0025% per annum.

               "Advance": As to any Mortgage Loan or REO Property, any advance
made by the Master Servicer in respect of any Distribution Date representing the
aggregate of all payments of principal and interest, net of the Servicing Fee,
that were due during the related Due Period on the Mortgage Loans and that were
delinquent on the related Determination Date, plus certain amounts representing
assumed payments not covered by any current net income on the Mortgaged
Properties acquired by foreclosure or deed in lieu of foreclosure as determined
pursuant to Section 4.03.

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

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

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

               "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom if applicable,
the mortgage recordation information which has not been returned by the
applicable recorder's office and/or the assignee's name), which is sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect of record the sale of the Mortgage.


                                        6

<PAGE>



               "Available Funds": With respect to any Distribution Date, an
amount equal to (1) the sum of (a) the aggregate of the amounts on deposit in
the Collection Account and Distribution Account as of the close of business on
the related Determination Date, (b) the aggregate of any amounts received in
respect of an REO Property withdrawn from any REO Account and deposited in the
Distribution Account for such Distribution Date pursuant to Section 3.13, (c)
the aggregate of any amounts deposited in the Distribution Account by the Master
Servicer in respect of Prepayment Interest Shortfalls for such Distribution Date
pursuant to Section 4.03(e), (d) the aggregate of any Advances made by the
Master Servicer for such Distribution Date pursuant to Section 4.03, (e) the
aggregate of any advances made by the Trust Administrator or the Trustee, as
applicable, for such Distribution Date pursuant to Section 7.02(b), (f) with
respect to the Distribution Date immediately following the end of the Funding
Period, any amounts in the Pre-Funding Accounts after giving effect to any
purchase of Subsequent Mortgage Loans (g) with respect to the first Distribution
Date, the Initial Deposit and (h) with respect to each Distribution Date during
the Funding Period and on the Distribution Date immediately following the end of
the Funding Period, any amounts withdrawn by the Trust Administrator from the
Interest Coverage Accounts for distribution on the Certificates, reduced (to not
less than zero) by (2) the sum of (x) the portion of the amount described in
clause (1)(a) above that represents (i) Monthly Payments on the Mortgage Loans
received from a Mortgagor on or prior to the Determination Date but due during
any Due Period subsequent to the related Due Period, (ii) Principal Prepayments
on the Mortgage Loans received after the related Prepayment Period (together
with any interest payments received with such Principal Prepayments to the
extent they represent the payment of interest accrued on the Mortgage Loans
during a period subsequent to the related Prepayment Period), (iii) Liquidation
Proceeds and Insurance Proceeds received in respect of the Mortgage Loans after
the related Prepayment Period, (iv) amounts reimbursable or payable to the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, the
Originator or any Sub-Servicer pursuant to Section 3.05 or Section 3.06 or
otherwise payable in respect of Extraordinary Trust Fund Expenses, (v) Stayed
Funds, (vi) the Administration Fee payable from the Distribution Account
pursuant to Section 8.05, (vii) amounts deposited in the Collection Account or
the Distribution Account in error and (viii) the amount of any Prepayment
Charges collected by the Master Servicer and the amount of any Master Servicer
Prepayment Charge Payment Amounts and (y) amounts reimbursable to the Trustee or
the Trust Administrator, as applicable, for an advance made pursuant to Section
7.02(b) which advance the Trustee or Trust Administrator, as applicable, has
determined to be nonrecoverable from the Stayed Funds in respect of which it was
made.

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

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

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

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



                                        7

<PAGE>



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

               "Certificate": Any one of the Depositor's Asset-Backed
Pass-Through Certificates, Series 2002-1, Class AF-1, Class AF-2, Class AF-3,
Class AF-4, Class AF-5, Class AF-6, Class AV, Class M-1, Class M-2, Class M-3,
Class M-4, Class S, Class CE, Class P and Class R, issued under this Agreement.

               "Certificate Factor": With respect to any Class of Regular
Certificates as of any Distribution Date, a fraction, expressed as a decimal
carried to six places, the numerator of which is the aggregate Certificate
Principal Balance (or the Notional Amount, in the case of the Class S
Certificates and the Class CE Certificates) of such Class of Certificates on
such Distribution Date (after giving effect to any distributions of principal
and allocations of Realized Losses in reduction of the Certificate Principal
Balance (or the Notional Amount, in the case of the Class S Certificates and the
Class CE Certificates) of such Class of Certificates to be made on such
Distribution Date, and the denominator of which is the initial aggregate
Certificate Principal Balance (or the Notional Amount, in the case of the Class
S Certificates and the Class CE Certificates) of such Class of Certificates as
of the Closing Date.

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

               "Certificate Margin": With respect to the Class AV Certificates
and, for purposes of the Marker Rate, REMIC II Regular Interest II-LTAV, 0.31%
in the case of each Distribution Date through and including the Distribution
Date on which the aggregate principal balance of the Mortgage Loans (and
properties acquired in respect thereof) remaining in the Trust Fund is reduced
to less than 10% of the sum of the aggregate principal balance of the Initial
Mortgage Loans as of the Cut-off Date and the Original Pre-Funded Amounts, or
0.62%, in the case of any Distribution Date thereafter.



                                        8

<PAGE>



               With respect to the Class M-1 Certificates and, for purposes of
the Marker Rate,REMIC II Regular Interest II-LTM1, 0.70% in the case of each
Distribution Date through and including the Distribution Date on which the
aggregate principal balance of the Mortgage Loans (and properties acquired in
respect thereof) remaining in the Trust Fund is reduced to less than 10% of the
sum of the aggregate principal balance of the Initial Mortgage Loans as of the
Cut-off Date and the Original Pre-Funded Amounts, or 1.05%, in the case of any
Distribution Date thereafter.

               With respect to the Class M-2 Certificates and, for purposes of
the Marker Rate, REMIC II Regular Interest II-LTM2, 1.20% in the case of each
Distribution Date through and including the Distribution Date on which the
aggregate principal balance of the Mortgage Loans (and properties acquired in
respect thereof) remaining in the Trust Fund is reduced to less than 10% of the
sum of the aggregate principal balance of the Initial Mortgage Loans as of the
Cut-off Date and the Original Pre-Funded Amounts, or 1.80%, in the case of any
Distribution Date thereafter.

               With respect to the Class M-3 Certificates and, for purposes of
the Marker Rate, REMIC II Regular Interest II-LTM3, 1.80% in the case of each
Distribution Date through and including the Distribution Date on which the
aggregate principal balance of the Mortgage Loans (and properties acquired in
respect thereof) remaining in the Trust Fund is reduced to less than 10% of the
sum of the aggregate principal balance of the Initial Mortgage Loans as of the
Cut-off Date and the Original Pre-Funded Amounts, or 2.70%, in the case of any
Distribution Date thereafter.

               With respect to the Class M-4 Certificates and, for purposes of
the Marker Rate, REMIC II Regular Interest II-LTM4, 2.20% in the case of each
Distribution Date through and including the Distribution Date on which the
aggregate principal balance of the Mortgage Loans (and properties acquired in
respect thereof) remaining in the Trust Fund is reduced to less than 10% of the
sum of the aggregate principal balance of the Initial Mortgage Loans as of the
Cut-off Date and the Original Pre-Funded Amounts, or 3.30%, in the case of any
Distribution Date thereafter.

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

               "Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class P Certificate as of any date of
determination, the Certificate Principal Balance of such Certificate on the
Distribution Date immediately prior to such date of determination, minus all
distributions allocable to principal made thereon and in the case of a Mezzanine
Certificate, Realized Losses allocated thereto on such immediately prior
Distribution Date (or, in the case of any date of determination up to and
including the first Distribution Date, the initial Certificate Principal Balance
of such Certificate, as stated on the face thereof). With respect to each Class
CE Certificate as of any date of determination, an amount equal to the
Percentage Interest evidenced by such Certificate times the excess, if any, of
(A) the then aggregate Uncertificated Balances of the REMIC II Regular Interests
over (B) the then aggregate Certificate Principal Balances of the Class A
Certificates, the Mezzanine Certificates and the Class P Certificates then
outstanding.



                                        9

<PAGE>



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

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

               "Class A Certificate":  Any one of the Class AF Certificates or
the Class AV Certificates.

               "Class A Principal Allocation Percentage": With respect to the
Class A Certificates and any Distribution Date, the percentage equivalent of a
fraction, determined as follows: (i) in the case of the Class AF Certificates,
the numerator of which is (x) the Principal Remittance Amount for the Group I
Mortgage Loans for such Distribution Date and the denominator of which is (y)
the Principal Remittance Amount for such Distribution Date and (ii) in the case
of the Class AV Certificates, the numerator of which is (x) the Principal
Remittance Amount for the Group II Mortgage Loans for such Distribution Date and
the denominator of which is (y) the Principal Remittance Amount for such
Distribution Date.

               "Class A Principal Distribution Amount": With respect to any
Distribution Date, 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) 68.00% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$4,500,000.

               "Class AF Certificates": The Class AF-1 Certificates, the Class
AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the
Class AF-5 Certificates and the Class AF-6 Certificates.

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

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

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


                                       10

<PAGE>



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

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

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

               "Class AV Certificate": Any one of the Class AV Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-7 and evidencing a Regular Interest in REMIC III for purposes of
the REMIC Provisions.

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

               "Class Exemption": A class exemption granted by the DOL, which
provides relief from certain of the prohibited transaction provisions of ERISA
and the related excise tax provisions of the Code.

               "Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-8 and evidencing a Regular Interest in REMIC III for purposes of
the REMIC Provisions.

               "Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, 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 aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $4,500,000.


                                       11

<PAGE>



               "Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-9 and evidencing a Regular Interest in REMIC III for purposes of
the REMIC Provisions.

               "Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, 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) 88.00% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$4,500,000.

               "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-10 and evidencing a Regular Interest in REMIC III for purposes of
the REMIC Provisions.

               "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, 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-1 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) 96.00% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $4,500,000.

               "Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-11 and evidencing a Regular Interest in REMIC III for purposes of
the REMIC Provisions.


                                       12

<PAGE>



               "Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, 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-1 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 M-4 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
97.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $4,500,000.

               "Class P Certificate": Any one of the Class P Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-13, representing the right to distributions as set forth herein and
therein and evidencing a regular interest in REMIC III.

               "Class R Certificate": Any one of the Class R Certificates
executed by the Trustee or the Trust Administrator, and authenticated and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-15 and evidencing the ownership of the Class R-I Interest, the
Class R-II Interest and the Class R-III Interest.

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

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

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

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

               "Class S Rate": With respect to REMIC II Regular Interest II-LTS
and the Class S Certificates;

               (A) in the case of the 1st Distribution Date through the 10th
        Distribution Date, a per annum rate equal to the excess of (i) the REMIC
        I Remittance Rate for REMIC I Regular


                                       13

<PAGE>



        Interest I-LTB over (ii) the excess (but not less than zero) of (x) the
        REMIC I Remittance Rate for REMIC I Regular Interest I-LTB over (y)
        6.50% per annum;

               (B) in the case of the 11th Distribution Date through the 20th
        Distribution Date, a per annum rate equal to the excess of (i) the REMIC
        I Remittance Rate for REMIC I Regular Interest I-LTB over (ii) the
        excess (but not less than zero) of (x) the REMIC I Remittance Rate for
        REMIC I Regular Interest I-LTB over (y) 4.50% per annum;

               (C) in the case of the 21st Distribution Date through the 30th
        Distribution Date, a per annum rate equal to the excess of (i) the REMIC
        I Remittance Rate for REMIC I Regular Interest I-LTB over (ii) the
        excess (but not less than zero) of (x) the REMIC I Remittance Rate for
        REMIC I Regular Interest I-LTB over (y) 2.50% per annum;

               (D) in the case of each Distribution Date thereafter, 0.00% per
annum.

               "Closing Date": March 21, 2002.

               "Code":  The Internal Revenue Code of 1986.

               "Collection Account": The account or accounts created and
maintained by the Master Servicer pursuant to Section 3.04(a), which shall be
entitled "Ameriquest Mortgage Company, as Master Servicer for U.S. Bank National
Association, as Trustee, in trust for the registered holders of Ameriquest
Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series
2002-1." The Collection Account must be an Eligible Account.

               "Commission": The Securities and Exchange Commission.

               "Corporate Trust Office": The principal corporate trust office of
the Trust Administrator or the Trustee, as the case may be, at which at any
particular time its corporate trust business in connection with this Agreement
shall be administered, which office with respect to the Trust Administrator, at
the date of the execution of this instrument is located at 1761 East St. Andrew
Place, Santa Ana, CA 92705-4934, or at such other address as the Trust
Administrator may designate from time to time by notice to the
Certificateholders, the Depositor, the Master Servicer and the Trustee and with
respect to the Trustee, at the date of the execution of this instrument is
located at 180 East Fifth Street, St. Paul, Minnesota 55101, or at such other
address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Master Servicer and the Trust
Administrator.

               "Corresponding Certificate": With respect to (A)(i) REMIC II
Regular Interest II- LTAF1, (ii) REMIC II Regular Interest II-LTAF2, (iii) REMIC
II Regular Interest II-LTAF3, (iv) REMIC II Regular Interest II-LTAF4, (v) REMIC
II Regular Interest II-LTAF5, (vi) REMIC II Regular Interest II-LTAF6, (vii)
REMIC II Regular Interest II-LTAV, (viii) REMIC II Regular Interest II-LTM1,
(ix) REMIC II Regular Interest II-LTM2, (x) REMIC II Regular Interest II-LTM3,
(xi) REMIC II Regular Interest II-LTM4 and (xii) REMIC II Regular Interest
II-LTP, (B)(i) the Class AF-1 Certificates, (ii) the Class AF-2 Certificates,
(iii) the Class AF-3 Certificates, (iv) the Class AF-4 Certificates, (v) the
Class AF-5 Certificates, (vi) the Class AF-6 Certificates, (vii) the Class


                                       14

<PAGE>



AV Certificates, (viii) the Class M-1 Certificates, (ix) the Class M-2
Certificates, (x) the Class M-3 Certificates, (xi) the Class M-4 Certificates
and (xii) Class P Certificates, respectively.

               "Credit Enhancement Percentage": For any Distribution Date, the
percentage equivalent of a fraction, calculated after taking into account
distributions of principal on the Mortgage Loans and distribution of the
Principal Distribution Amount to the Certificates then entitled to distributions
of principal on such Distribution Date, the numerator of which is the sum of the
aggregate Certificate Principal Balances of the Mezzanine Certificates and the
Class CE Certificates, and the denominator of which is the sum of (i) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (ii) the amount on deposit in the Pre-Funding Accounts, exclusive of
investment earnings therein.

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

               "Custodian":  A Custodian, which shall initially be Bankers Trust
Company of California, N.A.

               "Cut-off Date": With respect to any Initial Mortgage Loan, the
close of business on the later of (i) the date of origination of such Mortgage
Loan or (ii) March 1, 2002. With respect to all Qualified Substitute Mortgage
Loans, their respective dates of substitution. References herein to the "Cut-off
Date," when used with respect to more than one Mortgage Loan, shall be to the
respective Cut-off Dates for such Mortgage Loans.

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

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

               "Definitive Certificates":  As defined in Section 5.01(b).

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

               "Delinquency Percentage":  With respect to any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is the aggregate
Stated Principal Balance of all


                                       15

<PAGE>



Mortgage Loans as of the last day of the previous calendar month that, as of
such last day of the previous calendar month, are 60 or more days delinquent,
are in foreclosure, have been converted to REO Properties or have related
borrowers that are the subject of bankruptcy proceedings, and the denominator of
which is the aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties as of the last day of the previous calendar month; provided, however,
that any Mortgage Loan purchased by the Master Servicer pursuant to Section
3.16(a) shall not be included in either the numerator or the denominator for
purposes of calculating the Delinquency Percentage.

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

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

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

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

               "Determination Date": With respect to each Distribution Date, the
10th day of the calendar month in which such Distribution Date occurs or, if
such 10th day is not a Business Day, the Business Day immediately preceding such
10th day.

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

               "Disqualified Organization": Any of the following: (i) the United
States, any State or political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are


                                       16

<PAGE>



subject to tax and, except for Freddie Mac, a majority of its board of directors
is not selected by such governmental unit), (ii) any foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an "electing
large partnership" and (vi) any other Person so designated by the Trustee or the
Trust Administrator based upon an Opinion of Counsel that the holding of an
Ownership Interest in a Residual Certificate by such Person may cause any of
REMIC I, REMIC II or REMIC III or any Person having an Ownership Interest in any
Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Residual Certificate to such Person.
The terms "United States," "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.

               "Distribution Account": The trust account or accounts created and
maintained by the Trust Administrator pursuant to Section 3.04(e) which shall be
entitled "Bankers Trust Company of California, N.A., as Trust Administrator, in
trust for the registered holders of Ameriquest Mortgage Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2002-1." The Distribution Account
must be an Eligible Account.

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

               "Due Date": With respect to each Distribution Date, the first day
of the calendar month in which such Distribution Date occurs, which is the day
of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive
of any days of grace.

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

               "Eligible Account": Any of (i) an account or accounts maintained
with a Depository Institution or trust company the short-term unsecured debt
obligations of which are rated P-1 by Moody's and A-1+ by S&P (or comparable
ratings if Moody's and S&P are not the Rating Agencies) at the time any amounts
are held on deposit therein, (ii) an account or accounts the deposits in which
are fully insured by the FDIC or (iii) a trust account or accounts maintained
with the corporate trust department of a federal or state chartered depository
institution or trust company acting in its fiduciary capacity. Eligible Accounts
may bear interest.

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

               "Escrow Account": The account or accounts created and maintained
pursuant to Section 3.04(c).



                                       17

<PAGE>



               "Escrow Payments": The amounts constituting taxes, and/or fire
and hazard insurance premiums escrowed by the Mortgagor with the mortgagee
pursuant to a voluntary escrow agreement related to any Mortgage Loan.

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

               "Excess Overcollateralized Amount": With respect to the Class A
Certificates and the Mezzanine Certificates and any Distribution Date, the
excess, if any, of (i) the Overcollateralized Amount for such Distribution Date
(calculated for this purpose only after assuming that 100% of the Principal
Remittance Amount on such Distribution Date has been distributed) over (ii) the
Overcollateralization Target Amount for such Distribution Date.

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

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

               "Extraordinary Trust Fund Expense": Any amounts reimbursable to
the Trustee or the Trust Administrator, or any director, officer, employee or
agent of the Trustee or the Trust Administrator, from the Trust Fund pursuant to
Section 8.05, any amounts payable from the Distribution Account in respect of
taxes pursuant to Section 10.01(g)(iii) and any amounts payable by the Trust
Administrator for the recording of the assignments of mortgage pursuant to
Section 2.01.

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

               "Funding Period": The period beginning on the Closing Date and
ending on the earlier of the date on which (a) the amount on deposit in the
Pre-Funding Accounts is reduced to zero or (b) 2:00 p.m., New York City time, on
May 24, 2002.

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

               "Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Originator, the Depositor or the Master Servicer pursuant to or
as contemplated by Section 2.03, Section 3.16(a) or Section 9.01), a
determination made by the Master Servicer that all Insurance Proceeds,
Liquidation Proceeds and other payments or recoveries which the Master Servicer,
in its reasonable good faith


                                       18

<PAGE>



judgment, expects to be finally recoverable in respect thereof have been so
recovered. The Master Servicer shall maintain records, prepared by a Servicing
Officer, of each Final Recovery Determination made thereby.

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

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

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

               "Group I Interest Coverage Account": The account established and
maintained pursuant to Section 4.09.

               "Group I Mortgage Loan": A first lien Mortgage Loan which
provides for a fixed Mortgage Rate payable with respect thereto. The Group I
Mortgage Loans are identified as such on the Mortgage Loan Schedule.

               "Group I Pre-Funding Account": The account established and
maintained pursuant to Section 4.08.

               "Group II Interest Coverage Account": The account established and
maintained pursuant to Section 4.09.


               "Group II Mortgage Loan": Each of the Mortgage Loans identified
in the Mortgage Loan Schedule as having a Mortgage Rate that is subject to
adjustment. The Group II Mortgage Loans are identified as such on the Mortgage
Loan Schedule.

               "Group II Pre-Funding Account": The account established and
maintained pursuant to Section 4.08.

               "Independent": When used with respect to any specified Person,
any such Person who (a) is in fact independent of the Depositor, the Master
Servicer, the Originator and their respective Affiliates, (b) does not have any
direct financial interest in or any material indirect financial interest in the
Depositor, the Originator, the Master Servicer or any Affiliate thereof, and (c)
is not connected with the Depositor, the Originator, the Master Servicer or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee, trust
administrator, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor, the Originator, the Master Servicer or any Affiliate thereof merely


                                       19

<PAGE>



because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor or the Master Servicer or any Affiliate
thereof, as the case may be.

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

               "Indenture": An indenture relating to the issuance of notes
guaranteed by the NIMS Insurer.

               "Index": With respect to each Group II Mortgage Loan and each
related Adjustment Date, the average of the interbank offered rates for
six-month United States dollar deposits in the London market as published in THE
WALL STREET JOURNAL and as most recently available as of the first business day
45 days or more prior to such Adjustment Date, as specified in the related
Mortgage Note.

               "Initial Deposit": $1,973.77 in cash to be deposited by the
Depositor with the Trust Administrator for deposit into the Initial Deposit
Account on or before the Closing Date, relating to (i) Initial Mortgage Loans
having a first Due Date in the Due Period relating to the Distribution Date in
May 2002 and (ii) the initial Interest Accrual Period.

               "Initial Deposit Account": The Initial Deposit Account
established in accordance with Section 4.11 hereof and maintained by the Trust
Administrator, which shall be entitled "Initial Deposit Account, Bankers Trust
Company of California, N.A., as agent for U.S. Bank National Association, as
Trustee, in trust for the registered holders of Ameriquest Mortgage Securities
Inc., Asset-Backed Pass-Through Certificates, Series 2002-1" and which must be
an Eligible Account.

               "Initial Mortgage Loan": Any of the Mortgage Loans included in
REMIC I as of the Closing Date.

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


                                       20

<PAGE>



               "Interest Accrual Period": With respect to any Distribution Date
and the Class AV Certificates and the Mezzanine Certificates, the period
commencing on the Distribution Date of the month immediately preceding the month
in which such Distribution Date occurs (or, in the case of the first
Distribution Date, commencing on the Closing Date) and ending on the day
preceding such Distribution Date. With respect to any Distribution Date and the
Class AF Certificates, the Class S Certificates, the Class CE Certificates, the
REMIC II Regular Interests and the REMIC I Regular Interests, the one-month
period ending on the last day of the calendar month preceding the month in which
such Distribution Date occurs.

               "Interest Carry Forward Amount": With respect to any Distribution
Date and any Class of Class A Certificates, Class S Certificates or Mezzanine
Certificates, the sum of (i) the amount, if any, by which (a) the Interest
Distribution Amount for such Class of Certificates as of the immediately
preceding Distribution Date exceeded (b) the actual amount distributed on such
Class of Certificates in respect of interest on such immediately preceding
Distribution Date and (ii) the amount of any Interest Carry Forward Amount for
such Class of Certificates remaining unpaid from the previous Distribution Date,
plus accrued interest on such sum calculated at the related Pass- Through Rate
for the most recently ended Interest Accrual Period.

               "Interest Coverage Accounts": The Group I Interest Coverage
Account and the Group II Interest Coverage Account.

               "Interest Coverage Amounts": The amount to be paid by the
Depositor to the Trustee for deposit into the Interest Coverage Account on the
Closing Date pursuant to Section 4.09, which amount ,with respect to the Group I
Mortgage Loans is $457,401.38 amount with respect to the Group II Mortgage Loans
is $1,084,230.17.

               "Interest Determination Date": With respect to the Class AV
Certificates, the Mezzanine Certificates, and solely for purposes of calculating
the Marker Rate REMIC II Regular Interest II-LTAF, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3
and REMIC II Regular Interest II-LTM4 and any Interest Accrual Period therefor,
the second London Business Day preceding the commencement of such Interest
Accrual Period.

               "Interest Distribution Amount": With respect to any Distribution
Date, any Class A Certificate, any Mezzanine Certificate, any Class S
Certificate and any Class CE Certificate, the aggregate Accrued Certificate
Interest on the Certificates of such Class for such Distribution Date.

               "Interest Remittance Amount": With respect to any Distribution
Date, that portion of the Available Funds for such Distribution Date allocable
to interest.

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


                                       21

<PAGE>



               "Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage
Loan is removed from REMIC I by reason of its being purchased, sold or replaced
pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01.
With respect to any REO Property, either of the following events: (i) a Final
Recovery Determination is made as to such REO Property; or (ii) such REO
Property is removed from REMIC I by reason of its being purchased pursuant to
Section 9.01.

               "Liquidation Proceeds": The amount (other than Insurance Proceeds
or amounts received in respect of the rental of any REO Property prior to REO
Disposition) received by the Master Servicer in connection with (i) the taking
of all or a part of a Mortgaged Property by exercise of the power of eminent
domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan
through a trustee's sale, foreclosure sale or otherwise, or (iii) the
repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant
to or as contemplated by Section 2.03, Section 3.13, Section 3.16(a) or Section
9.01.

               "Loan Group": Either Loan Group I or Loan Group II, as the
context requires.

               "Loan Group I": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group I.

               "Loan Group II": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group II.

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

               "Lockout Certificate Percentage": With respect to the Class AF-6
Certificates and any Distribution Date, the percentage equal to the aggregate
Certificate Principal Balance of the Class AF-6 Certificates immediately prior
to such Distribution Date divided by the aggregate Certificate Principal
Balances of the Class AF Certificates immediately prior to such Distribution
Date.

               "Lockout Distribution Percentage": With respect to the Class AF-6
Certificates and any Distribution Date, the indicated percentage of the Lockout
Certificate Percentage for such Distribution Date:



 DISTRIBUTION DATE OCCURRING IN                        PERCENTAGE
-----------------------------------------   ---------------------------------
April 2002 through March 2005                              0%
April 2005 through March 2007                              20%
April 2007 through March 2008                              80%
April 2008 through March 2009                             100%
April 2009 and thereafter                                 300%



                                       22

<PAGE>



               "London Business Day": Any day on which banks in the City of
London are open and conducting transactions in United States dollars.

               "Loss Mitigation Action Plan": The policies and procedures set
forth in Exhibit O hereto relating to the realization on delinquent Mortgage
Loans, which are incorporated by reference into this Agreement shall be deemed a
part hereof.

               "Marker Rate": With respect to the Class CE Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the REMIC II Remittance Rate for each of the REMIC II Regular Interests, with
the rate on each REMIC II Regular Interest (other than REMIC II Regular Interest
II-LTZZ and REMIC II Regular Interest II-LTS) subject to a cap equal to the
related Pass-Through Rate (in the case of REMIC II Regular Interest II-LTAF1,
REMIC II Regular Interest II-LTAF2, REMIC II Regular Interest II-LTAF3, REMIC II
Regular Interest II- LTAF4, REMIC II Regular Interest II-LTAF5 and REMIC II
Regular Interest II-LTAF6) or the related Formula Rate (in the case of REMIC II
Regular Interest II-LTAV, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3 and REMIC II Regular
Interest II-LTM4) for the purpose of this calculation for such Distribution Date
and with the rate on REMIC II Regular Interest II-LTZZ subject to a cap of zero
for the purpose of this calculation: provided, however, that solely for this
purpose, calculations of the REMIC II Remittance Rate and the related caps with
respect to REMIC II Regular Interest II-LTAV, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3 and REMIC I
Regular Interest II-LTM4 shall be multiplied by a fraction, the numerator of
which is the actual number of days in the Interest Accrual Period and the
denominator of which is 30.

               "Master Servicer": Ameriquest Mortgage Company or any successor
master servicer appointed as herein provided, in its capacity as Master Servicer
hereunder.

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

               "Master Servicer Prepayment Charge Payment Amount": The amounts
payable by the Master Servicer in respect of any waived Prepayment Charges
pursuant to Section 2.03(b).

               "Master Servicer Remittance Date": With respect to any
Distribution Date, 3:00 p.m. New York time on the last Business Day preceding
the related Distribution Date.

               "Master Servicer Reporting Date": With respect to any
Distribution Date, 3:00 p.m. New York time on 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 succeeding such 18th day.

               "Master Servicer Termination Test": With respect to any
Distribution Date, the Master Servicer Termination Test will be failed if the
Cumulative Loss Percentage exceeds 4.00%.

               "Maximum Cap Rate": For any Distribution Date with respect to the
Class AV Certificates and the Mezzanine Certificates, a per annum rate equal to
the product of (x) the weighted average of the Expense Adjusted Maximum Mortgage
Rates of the Mortgage Loans, weighted based


                                       23

<PAGE>



on their Scheduled Principal Balances as of the first day of the calendar month
preceding the month in which the Distribution Date occurs (after giving effect
to unscheduled collections of principal received during the related Prepayment
Period) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period.

               "Maximum II-LTZZ Uncertificated Interest Deferral Amount": With
respect to any Distribution Date, the excess of (i) accrued interest at the
REMIC II Remittance Rate applicable to REMIC II Regular Interest II-LTZZ for
such Distribution Date on a balance equal to the Uncertificated Balance of REMIC
II Regular Interest II-LTZZ minus the REMIC II Overcollateralization Amount, in
each case for such Distribution Date, over (ii) Uncertificated Interest on REMIC
II Regular Interest II-LTAF1, REMIC II Regular Interest II-LTAF2, REMIC II
Regular Interest II-LTAF3, REMIC II Regular Interest II-LTAF4, REMIC II Regular
Interest II- LTAF5, REMIC II Regular Interest II-LTAF6, REMIC II Regular
Interest II-LTAV, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3 and REMIC Regular Interest II-LTM4
for such Distribution Date, with the rate on each such REMIC II Regular Interest
subject to a cap equal to the related Pass-Through Rate (in the case of REMIC II
Regular Interest II-LTAF1, REMIC II Regular Interest II-LTAF2, REMIC II Regular
Interest II- LTAF3, REMIC II Regular Interest II-LTAF4, REMIC II Regular
Interest II-LTAF5 and REMIC II Regular Interest II-LTAF6) or the related Formula
Rate (in the case of REMIC II Regular Interest II-LTAV, REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3 and REMIC II Regular Interest II-LTM4), provided, however, that solely
for this purpose, calculations of the REMIC II Remittance Rate and the related
caps with respect to REMIC II Regular Interest II-LTAV, REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3 and REMIC I Regular Interest II-LTM4 shall be multiplied by a fraction,
the numerator of which is the actual number of days in the Interest Accrual
Period and the denominator of which is 30.

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

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

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

               "Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such Mortgage Loan which
is payable by the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or
Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction
in the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the Master Servicer pursuant to Section 3.02; 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, or its successor in
interest.


                                       24

<PAGE>



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

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

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

               "Mortgage Loan Purchase Agreement": The agreement between the
Originator and the Depositor, regarding the transfer of the Mortgage Loans by
the Originator to or at the direction of the Depositor, substantially in the
form of Exhibit D annexed hereto.

               "Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC I on such date, separately identifying the Group I
Mortgage Loans and the Group II Mortgage Loans, attached hereto as Schedule 1 as
supplemented by each schedule of Subsequent Mortgage Loans attached to a
Subsequent Transfer Instrument. The Mortgage Loan Schedule shall set forth the
following information with respect to each Mortgage Loan:

               (1) the Originator's Mortgage Loan identifying number;

               (2) the Mortgagor's name;

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

               (4) a code indicating whether the Mortgaged Property is
        owner-occupied;

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

               (6) the original months to maturity;

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

               (8) the Mortgage Rate in effect immediately following the Cut-off
        Date (or the related Subsequent Cut-off Date, with respect to a
        Subsequent Mortgage Loan);

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

               (10) the stated maturity date;

               (11) the amount of the Monthly Payment due on the first Due Date
        after the Cut- off Date (or the related Subsequent Cut-off Date, with
        respect to a Subsequent Mortgage Loan);



                                       25

<PAGE>



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

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

               (14) the Scheduled Principal Balance of the Mortgage Loan as of
        the close of business on the Cut-off Date (or the related Subsequent
        Cut-off Date, with respect to a Subsequent Mortgage Loan);

               (15) with respect to each Group II Mortgage Loan, the Gross
        Margin;

               (16) a code indicating the purpose of the Mortgage Loan (I.E.,
        purchase financing, rate/term refinancing, cash-out refinancing);

               (17) with respect to each Group II Mortgage Loan, the Maximum
        Mortgage Rate;

               (18) with respect to each Group II Mortgage Loan, the Minimum
        Mortgage Rate;

               (19) the Mortgage Rate at origination;

               (20) with respect to each Group II Mortgage Loan, the Periodic
        Rate Cap and the maximum first Adjustment Date Mortgage Rate adjustment;

               (21) a code indicating the documentation program (I.E., Full
        Documentation, Fast Trac or Stated Income);

               (22) with respect to each Group II Mortgage Loan, the first
        Adjustment Date immediately following the Cut-off Date;

               (23) the risk grade;

               (24) the Value of the Mortgaged Property;

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

               (26) a code indicating the underwriting program (i.e. Standard or
        LTV Plus).

               The Mortgage Loan Schedule shall set forth the following
information with respect to the Mortgage Loans in the aggregate as of the
Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan): (1) the number of Mortgage Loans; (2) the current principal balance of
the Mortgage Loans; (3) the weighted average Mortgage 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 by the Depositor in accordance
with the provisions of this Agreement. With respect to any Qualified Substitute
Mortgage Loan, the 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.


                                       26

<PAGE>



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

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

               "Mortgage Rate": 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) with
respect to each Group I Mortgage Loan shall remain constant at the rate set
forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately
following the Cut-off Date and (ii) with respect to the Group II Mortgage Loans,
(A) as of any date of determination until the first Adjustment Date following
the Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent
Mortgage Loan) shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date (or Subsequent
Cut-off Date, with respect to a Subsequent Mortgage Loan) and (B) as of any date
of determination thereafter shall be the rate as adjusted on the most recent
Adjustment Date equal to the sum, rounded to the nearest 0.125% as provided in
the Mortgage Note, of the Index, as most recently available as of a date prior
to the Adjustment Date as set forth in the related Mortgage Note, plus the
related Gross Margin; provided that the Mortgage Rate on such Group II Mortgage
Loan on any Adjustment Date shall never be more than the lesser of (i) the sum
of the Mortgage Rate in effect immediately prior to the Adjustment Date plus the
related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage Rate,
and shall never be less than the greater of (i) the Mortgage Rate in effect
immediately prior to the Adjustment Date less the Periodic Rate Cap, if any, and
(ii) the related Minimum Mortgage Rate. With respect to each Mortgage Loan that
becomes an REO Property, as of any date of determination, the annual rate
determined in accordance with the immediately preceding sentence as of the date
such Mortgage Loan became an REO Property.

               "Mortgaged Property": The underlying property identified in the
related Mortgage as securing a Mortgage Loan, including any REO Property,
consisting of an Estate in Real Property improved by a Residential Dwelling
(excluding for purposes of construing the representations or warranties made in
the Mortgage Loan Purchase Agreement, any improvements thereupon not considered
by the appraiser in determining the value of such Mortgaged Property).

               "Mortgagor":  The obligor on a Mortgage Note.

               "Net Monthly Excess Cashflow": With respect to any Distribution
Date, the sum of (i) any Overcollateralization Reduction Amount for such
Distribution Date and (ii) the excess of (x) the Available Funds for such
Distribution Date over (y) the sum for such Distribution Date of (A) the Senior
Interest Distribution Amount payable to the holders of the Class A Certificates
and the Class S Certificates and the Interest Distribution Amounts payable to
the Mezzanine Certificates and (B) the Principal Remittance Amount.

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



                                       27

<PAGE>



               "Net WAC Pass-Through Rate": With respect to the Class AF
Certificates and any Distribution Date, a per annum rate equal to (A) the
weighted average of the Expense Adjusted Net Mortgage Rates of the Mortgage
Loans weighted on the basis of the outstanding Principal Balances of the
Mortgage Loans as of the first day of the month preceding the month of such
Distribution Date less (B) the Pass-Through Rate for the Class S Certificates
for such Distribution Date multiplied by a fraction, the numerator of which is
the Notional Amount of the Class S Certificates immediately prior to such
Distribution Date and the denominator of which is the sum of the aggregate
outstanding Principal Balance of the Mortgage Loans as of the first day of the
month preceding the month of such Distribution Date and any amount remaining in
the Pre-Funding Account (exclusive of any investment income therein). For
federal income tax purposes, the economic equivalent of such rate shall be
expressed as the REMIC II Remittance Rate of the REMIC II Regular Interest for
which such Class of Certificates is the Corresponding Certificate.

               With respect to the Class AV Certificates and the Mezzanine
Certificates and any Distribution Date, a per annum rate equal to (A) the
product of (x) the weighted average of the Expense Adjusted Net Mortgage Rates
of the Mortgage Loans weighted on the basis of the outstanding Principal
Balances of the Mortgage Loans as of the first day of the month preceding the
month of such Distribution Date and (y) a fraction, the numerator of which is 30
and the denominator of which is the actual number of days elapsed in the related
Interest Accrual Period, less (B) the Pass-Through Rate for the Class S
Certificates for such Distribution Date multiplied by a fraction, the numerator
of which is the Notional Amount of the Class S Certificates immediately prior to
such Distribution Date and the denominator of which is the sum of the aggregate
outstanding Principal Balance of the Mortgage Loans as of the first day of the
month preceding the month of such Distribution Date and any amount remaining in
the Pre-Funding Account (exclusive of any investment income therein). For
federal income tax purposes, the economic equivalent of such rate shall be
expressed as the REMIC II Remittance Rate of the REMIC II Regular Interest for
which such Class of Certificates is the Corresponding Certificate.

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

               "Net WAC Rate Carryover Amount": With respect to the Class A
Certificates, the Mezzanine Certificates and the Class S Certificates and any
Distribution Date, the sum of the excess of (i) the amount of interest such
Certificates would have been entitled to receive on such Distribution Date had
such Pass-Through Rate been calculated at the Formula Rate (in the case of the
Class AV Certificates and the Mezzanine Certificates), or the applicable fixed
rate set forth in clause (x) of the definition of Pass-Through Rate (in the case
of the Class AF Certificates and the Class S Certificates), over (ii) the amount
of interest payable on such Certificates at the related Net WAC Pass-Through
Rate for such Distribution Date and (B) the related Net WAC Rate Carryover
Amount for the previous Distribution Date not previously paid, together with
interest thereon at a rate equal to the Formula Rate (in the case of the Class
AV Certificates and the Mezzanine Certificates) or the applicable fixed rate set
forth in clause (x) of the definition of Pass-Through Rate (in the case of the
Class AF Certificates and the Class S Certificates), as the case may be, in each
case for the Interest Accrual Period for the current Distribution Date.


                                       28

<PAGE>



               "Net WAC Rate Carryover Reserve Account": The Net WAC Rate
Carryover Reserve Account established and maintained pursuant to Section 4.10.

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

               "NIMS Insurer": Any insurer that is guaranteeing certain payments
under notes issued by a trust, the principal assets of which include all or a
portion of the Class CE Certificates, the Class P Certificates and/or the Class
R Certificates.

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

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

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

               "Notional Amount": With respect to the Class CE Certificates and
any Distribution Date, the aggregate Uncertificated Balances of the REMIC II
Regular Interests immediately prior to such Distribution Date. With respect to
the Class S Certificates and any Distribution Date, an amount equal to the
Uncertificated Notional Amount for the REMIC I Regular Interest I-LTB
immediately prior to such Distribution Date.

               "Officers' Certificate": With respect to the Depositor, 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. With
respect to the Master Servicer, any officer who is authorized to act for the
Master Servicer in matters relating to this Agreement, and whose action is
binding upon the Master Servicer, initially including those individuals whose
names appear on the list of authorized officers delivered at the closing.

               "One-Month LIBOR": With respect to the Class AV Certificates, the
Mezzanine Certificates, REMIC II Regular Interest II-LTAV, REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3 and REMIC II Regular Interest II- LTM4 and any Interest Accrual Period
therefor, the rate determined by the Trust Administrator on the related Interest
Determination Date on the basis of the offered rate for one-month U.S. dollar
deposits, as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London
time) on such Interest Determination Date; provided that if such rate does not
appear on Telerate Page 3750, the rate for


                                       29

<PAGE>



such date will be determined on the basis of the offered rates of the Reference
Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such
Interest Determination Date. In such event, the Trust Administrator will request
the principal London office of each of the Reference Banks to provide a
quotation of its rate. If on such Interest Determination Date, two or more
Reference Banks provide such offered quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the arithmetic mean of such offered quotations
(rounded upwards if necessary to the nearest whole multiple of 1/16%). If on
such Interest Determination Date, fewer than two Reference Banks provide such
offered quotations, One-Month LIBOR for the related Interest Accrual Period
shall be the higher of (i) LIBOR as determined on the previous Interest
Determination Date and (ii) the Reserve Interest Rate. Notwithstanding the
foregoing, if, under the priorities described above, LIBOR for an Interest
Determination Date would be based on LIBOR for the previous Interest
Determination Date for the third consecutive Interest Determination Date, the
Trust Administrator shall select, after consultation with the NIMS Insurer, an
alternative comparable index (over which the Trust Administrator has no
control), used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent party.

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

               "Original Group I Pre-Funded Amount": The amount deposited by the
Depositor in the Group I Pre-Funding Account on the Closing Date, which amount
is $74,793,066.22.

               "Original Group II Pre-Funded Amount": The amount deposited by
the Depositor in the Group II Pre-Funding Account on the Closing Date, which
amount is $149,138,042.65.

               "Original Pre-Funded Amounts": The Original Group I Pre-Funded
Amount and the Original Group II Pre-Funded Amount.

               "Originator": Ameriquest Mortgage Company, or its successor in
interest, in its capacity as originator under the Mortgage Loan Purchase
Agreement.

               "Overcollateralized Amount": With respect to any Distribution
Date, the excess, if any, of (a) the sum of the aggregate Stated Principal
Balances of the Mortgage Loans and REO Properties immediately following such
Distribution Date and the amount on deposit in the Pre- Funding Accounts as of
the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period), exclusive of any investment earnings therein over
(b) the sum of the aggregate Certificate Principal Balances of the Class A
Certificates, the Mezzanine Certificates and the Class P Certificates as of such
Distribution Date (after giving effect to distributions to be made on such
Distribution Date).



                                       30

<PAGE>



               "Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of (a) the Overcollateralization Target
Amount applicable to such Distribution Date over (b) the Overcollateralized
Amount applicable to such Distribution Date (calculated for this purpose only,
after taking into account the distributions to be made of the Principal
Remittance Amount on such Distribution Date).

               "Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the Overcollateralization Deficiency Amount
as of such Distribution Date (after taking into account the payment of the
Principal Distribution Amount on such Distribution Date, exclusive of the
payment of any Overcollateralization Increase Amount) and (b) the amount of
Accrued Certificate Interest payable on the Class CE Certificates on such
Distribution Date as reduced by Realized Losses allocated thereto with respect
to such Distribution Date pursuant to Section 4.04.

               "Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the Excess
Overcollateralized Amount and (b) the Principal Remittance Amount.

               "Overcollateralization Target Amount": With respect to any
Distribution Date (i) prior to the Stepdown Date, $11,250,000, (ii) on or after
the Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
2.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (y) $4,500,000, and (iii) on or after the Stepdown Date and if a
Trigger Event is in effect, the Overcollateralization Target Amount for the
immediately preceding Distribution Date.

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

               "Pass-Through Rate": With respect to the Class AF-1 Certificates
and any Distribution Date, the lesser of (x) 3.61% per annum and (y) the related
Net WAC Pass-Through Rate for such class for such Distribution Date.

               With respect to the Class AF-2 Certificates and any Distribution
Date, the lesser of (x) 4.58% per annum and (y) the related Net WAC Pass-Through
Rate for such class for such Distribution Date.

               With respect to the Class AF-3 Certificates and any Distribution
Date, the lesser of (x) 5.12% per annum and (y) the related Net WAC Pass-Through
Rate for such class for such Distribution Date.

               With respect to the Class AF-4 Certificates and any Distribution
Date, the lesser of (x) 5.90% per annum and (y) the related Net WAC Pass-Through
Rate for such class for such Distribution Date.



                                       31

<PAGE>



               With respect to the Class AF-5 Certificates and any Distribution
Date, the lesser of (x) 6.67% per annum in the case of each Distribution Date
through and including the Distribution Date on which the aggregate principal
balance of the Mortgage Loans (and properties acquired in respect thereof)
remaining in the Trust Fund is reduced to less than 10% of the sum of the
aggregate principal balance of the Initial Mortgage Loans as of the Cut-off Date
and the Original Pre-Funded Amounts, or 7.17% per annum, in the case of any
Distribution Date thereafter and (y) the related Net WAC Pass-Through Rate for
such class for such Distribution Date.

               With respect to the Class AF-6 Certificates and any Distribution
Date, the lesser of (x) 6.20% per annum in the case of each Distribution Date
through and including the Distribution Date on which the aggregate principal
balance of the Mortgage Loans (and properties acquired in respect thereof)
remaining in the Trust Fund is reduced to less than 10% of the sum of the
aggregate principal balance of the Initial Mortgage Loans as of the Cut-off Date
and the Original Pre-Funded Amounts, or 6.70% per annum, in the case of any
Distribution Date thereafter and (y) the related Net WAC Pass-Through Rate for
such class for such Distribution Date.

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

               With respect to the Class S Certificates and any Distribution
Date, the lesser of (x)(i) 6.50% per annum for the 1st Distribution Date through
the 10th Distribution Date, (ii) 4.50% per annum for the 11th Distribution Date
through the 20th Distribution Date and (iii) 2.50% per annum for the 21st
Distribution Date through the 30th Distribution Date and (b) the related Net WAC
Pass- Through Rate for such Distribution Date; provided, however, for federal
income tax purposes and under the REMIC Provisions, (A) the Class S Certificates
will not have a Pass-Through Rate and (B) the Interest Distribution Amount for
the Class S Certificates and any Distribution Date will be deemed to be 100% of
the amount distributed on REMIC II Regular Interest II-LTS for such Distribution
Date.

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

               (A) the REMIC II Remittance Rate for REMIC II Regular Interest
        II-LTAA minus the Marker Rate, applied to an amount equal to the
        Uncertificated Balance of REMIC II Regular Interest II-LTAA;

               (B) the REMIC II Remittance Rate for REMIC II Regular Interest
        II-LTAF1 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Balance of REMIC II Regular Interest II-LTAF1;



                                       32

<PAGE>



               (C) the REMIC II Remittance Rate for REMIC II Regular Interest
        II-LTAF2 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Balance of REMIC II Regular Interest II-LTAF2;

               (D) the REMIC II Remittance Rate for REMIC II Regular Interest
        II-LTAF3 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Balance of REMIC II Regular Interest II-LTAF3;

               (E) the REMIC II Remittance Rate for REMIC II Regular Interest
        II-LTAF4 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Balance of REMIC II Regular Interest II-LTAF4;

               (F) the REMIC II Remittance Rate for REMIC II Regular Interest
        II-LTAF5 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Balance of REMIC II Regular Interest II-LTAF5;

               (G) the REMIC II Remittance Rate for REMIC II Regular Interest
        II-LTAF6 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Balance of REMIC II Regular Interest II-LTAF6;

               (H) the REMIC II Remittance Rate for REMIC II Regular Interest
        II-LTAV minus the Marker Rate, applied to an amount equal to the
        Uncertificated Balance of REMIC II Regular Interest II-LTAV;

               (I) the REMIC II Remittance Rate for REMIC II Regular Interest
        II-LTM1 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Balance of REMIC II Regular Interest II-LTM1;

               (J) the REMIC II Remittance Rate for REMIC II Regular Interest
        II-LTM2 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Balance of REMIC II Regular Interest II-LTM2;

               (K) the REMIC II Remittance Rate for REMIC II Regular Interest
        II-LTM3 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Balance of REMIC II Regular Interest II-LTM3;

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

               (M) 100% of the interest on REMIC II Regular Interest II-LTP

               "Percentage Interest": With respect to any Class of Certificates
(other than the Residual Certificates), the undivided percentage ownership in
such Class evidenced by such Certificate, expressed as a percentage, the
numerator of which is the initial Certificate Principal Balance represented by
such Certificate and the denominator of which is the aggregate initial


                                       33

<PAGE>



Certificate Principal Balance of all of the Certificates of such Class. The
Class A Certificates and the Mezzanine Certificates are issuable only in minimum
Percentage Interests corresponding to minimum initial Certificate Principal
Balances of $25,000 and integral multiples of $1.00 in excess thereof. The Class
S Certificates are issuable only in minimum Percentage Interests corresponding
to minimum initial Notional Amounts of $25,000 and integral multiples of $1.00
in excess thereof. The Class P Certificates are issuable only in minimum
Percentage Interests corresponding to minimum initial Certificate Principal
Balances of $20 and integral multiples thereof. The Class CE Certificates are
issuable only in minimum Percentage Interests corresponding to minimum initial
Certificate Principal Balances of $10,000 and integral multiples of $1.00 in
excess thereof; provided, however, that a single Certificate of such Class of
Certificates may be issued having a Percentage Interest corresponding to the
remainder of the aggregate initial Certificate Principal Balance of such Class
or to an otherwise authorized denomination for such Class plus such remainder.
With respect to any Residual Certificate, the undivided percentage ownership in
such Class evidenced by such Certificate, as set forth on the face of such
Certificate. The Residual Certificates are issuable in Percentage Interests of
20% and multiples thereof.

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

               "Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued by the Depositor, the Master Servicer, the NIMS
Insurer, the Trustee, the Trust Administrator or any of their respective
Affiliates:

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

               (ii) demand and time deposits in, certificates of deposit of, or
        bankers' acceptances (which shall each have an original maturity of not
        more than 90 days and, in the case of bankers' acceptances, shall in no
        event have an original maturity of more than 365 days or a remaining
        maturity of more than 30 days) denominated in United States dollars and
        issued by, any Depository Institution;

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

               (iv) securities bearing interest or sold at a discount that are
        issued by any corporation incorporated under the laws of the United
        States of America or any state thereof and that are rated by each Rating
        Agency that rates such securities in its highest long-term unsecured
        rating categories at the time of such investment or contractual
        commitment providing for such investment;



                                       34

<PAGE>



               (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 that rates such
        securities in its highest short-term unsecured debt rating available at
        the time of such investment;

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

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

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

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

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

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

               "Pre-Funding Accounts": The Group I Pre-Funding Account and the
Group II Pre- Funding Account.

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

               "Prepayment Charge": With respect to any Prepayment Period, any
prepayment premium, penalty or charge payable by the a Mortgagor in connection
with any Principal Prepayment 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 identified in the Prepayment Charge Schedule (other than any Master
Servicer Prepayment Charge Payment Amount).



                                       35

<PAGE>



               "Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges included in the Trust Fund on such date, attached hereto as
Schedule 2 (including the prepayment charge summary attached thereto) as
supplemented by each schedule of Subsequent Mortgage Loans which by their terms
have related Prepayment Charges. The Prepayment Charge Schedule shall set forth
the following information with respect to each Prepayment Charge:

               (i)     the Master Servicer's Mortgage Loan identifying number;

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

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

               (iv)    the term of the Prepayment Charge;

               (v)     the original principal balance of the related Mortgage
        Loan;

               (vi) the principal balance of the related Mortgage Loan as of the
        Cut-off Date (or the related Subsequent Cut-off Date, with respect to a
        Subsequent Mortgage Loan);

               The Prepayment Charge Schedule shall be amended from time to time
by the Master Servicer in accordance with the provisions of this Agreement and a
copy of such amended Prepayment Charge Schedule shall be furnished by the Master
Servicer to the NIMS Insurer.

               "Prepayment Interest Excess": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in
full during the portion of the related Prepayment Period occurring between the
first day and the Determination Date of the calendar month in which such
Distribution Date occurs, an amount equal to interest (to the extent received)
at the applicable Net Mortgage Rate on the amount of such Principal Prepayment
for the number of days commencing on the first day of the calendar month in
which such Distribution Date occurs and ending on the last date through which
interest is collected from the related Mortgagor.

               "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in
full during the portion of the related Prepayment Period occurring between the
first day of the related Prepayment Period and the last day of the calendar
month preceding the month in which such Distribution Date occurs, an amount
equal to interest at the applicable Net Mortgage Rate on the amount of such
Principal Prepayment for the number of days commencing on the day after the last
date on which interest is collected from the related Mortgagor and ending on the
last day of the calendar month preceding such Distribution Date. The obligations
of the Master Servicer in respect of any Prepayment Interest Shortfall are set
forth in Section 4.03(e).

               "Prepayment Period": With respect to any Distribution Date, the
period commencing on the day after the Determination Date in the calendar month
preceding the calendar month in which such Distribution Date occurs (or, in the
case of the first Distribution Date, commencing on


                                       36

<PAGE>



March 1, 2002) and ending on the Determination Date of the calendar month in
which such Distribution Date occurs.

               "Principal Distribution Amount": With respect to any Distribution
Date, the sum of:

               (i) the principal portion of each Monthly Payment on the Mortgage
        Loans due during the related Due Period, whether or not received on or
        prior to the related Determination Date;

               (ii) the Stated Principal Balance of any Mortgage Loan that was
        purchased during the related Prepayment Period pursuant to or as
        contemplated by Section 2.03, Section 3.16(a) or Section 9.01 and the
        amount of any shortfall deposited in the Collection Account in
        connection with the substitution of a Deleted Mortgage Loan pursuant to
        Section 2.03 during the related Prepayment Period;

               (iii) the principal portion of all other unscheduled collections
        (including, without limitation, Principal Prepayments, Insurance
        Proceeds, Liquidation Proceeds and REO Principal Amortization) received
        during the related Prepayment Period, net of any portion thereof that
        represents a recovery of principal for which an advance was made by the
        Master Servicer pursuant to Section 4.03 in respect of a preceding
        Distribution Date, and with respect to the Distribution Date immediately
        following the end of the Funding Period, any amounts in the Pre-Funding
        Account after giving effect to the purchase of any Subsequent Mortgage
        Loans; and

               (iv)    the amount of any Overcollateralization Increase Amount
        for such Distribution Date;

                       minus:

               (v)     the amount of any Overcollateralization Reduction Amount
        for such Distribution Date.

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

               "Principal Remittance Amount": With respect to any Distribution
Date, the sum of the amounts set forth in clauses (i) through (iii) of the
definition of Principal Distribution Amount.

               "Prospectus Supplement": The Prospectus Supplement, dated March
19, 2002, relating to the public offering of the Class A Certificates, the
Mezzanine Certificates and the Class S Certificates.

               "PTCE":  A Prohibited Transaction Class Exemption.



                                       37

<PAGE>



               "Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03, Section
3.16(a) or Section 9.01, and as confirmed by an Officers' Certificate from the
Master Servicer to the Trustee and the Trust Administrator, an amount equal to
the sum of (i) 100% of the Stated Principal Balance thereof as of the date of
purchase (or such other price as provided in Section 9.01), (ii) in the case of
(x) a Mortgage Loan, accrued interest on such Stated Principal Balance at the
applicable Net Mortgage Rate in effect from time to time from the Due Date as to
which interest was last covered by a payment by the Mortgagor or an advance by
the Master Servicer, which payment or advance had as of the date of purchase
been distributed pursuant to Section 4.01, through the end of the calendar month
in which the purchase is to be effected and (y) an REO Property, the sum of (1)
accrued interest on such Stated Principal Balance at the applicable Net Mortgage
Rate in effect from time to time from the Due Date as to which interest was last
covered by a payment by the Mortgagor or an advance by the Master Servicer
through the end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, plus (2) REO Imputed Interest for such
REO Property for each calendar month commencing with the calendar month in which
such REO Property was acquired and ending with the calendar month in which such
purchase is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had
been distributed as or to cover REO Imputed Interest pursuant to Section 4.01,
(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 Sections 3.05(a)(v) and 3.16(a), 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 Master Servicer, the NIMS
Insurer, the Trustee or the Trust Administrator in respect of the breach or
defect giving rise to the purchase obligation.

               "Qualified Substitute Mortgage Loan": A mortgage loan substituted
for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must,
on the date of such substitution, (i) have an outstanding principal balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Scheduled Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs, (ii) have a Mortgage Rate not less than
(and not more than one percentage point in excess of) the Mortgage Rate of the
Deleted Mortgage Loan, (iii) with respect to any Group II Mortgage Loan, have a
Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted
Mortgage Loan, (iv) with respect to any Group II Mortgage Loan, have a Minimum
Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage
Loan, (v) with respect to any Group II Mortgage Loan, have a Gross Margin equal
to the Gross Margin of the Deleted Mortgage Loan, (vi) with respect to any Group
II Mortgage Loan, have a next Adjustment Date not more than two months later
than the next Adjustment Date on the Deleted Mortgage Loan, (vii) have a
remaining term to maturity not greater than (and not more than one year less
than) that of the Deleted Mortgage Loan, (viii) have the same Due Date as the
Due Date on the Deleted Mortgage Loan, (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
Deleted Mortgage Loan as of such date, (x) have a risk grading determined by the
Originator at least equal to the risk grading assigned on the Deleted Mortgage
Loan, (xi) have been underwritten or reunderwritten by the Originator in
accordance with the same underwriting criteria and guidelines as the Deleted
Mortgage Loan, (xii) have a Prepayment Charge


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<PAGE>



provision at least equal to the Prepayment Charge provision of the Deleted
Mortgage Loan (xiii) conform to each representation and warranty set forth in
Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted
Mortgage Loan. In the event that one or more mortgage loans are substituted for
one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof
shall be determined on the basis of aggregate principal balances, the Mortgage
Rates described in clause (ii) hereof shall be determined on the basis of
weighted average Mortgage Rates, the risk gradings described in clause (x)
hereof shall be satisfied as to each such mortgage loan, the terms described in
clause (vii) hereof shall be determined on the basis of weighted average
remaining terms 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 (xi) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may be.

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

               "Realized Loss": With respect to each Mortgage Loan as to which a
Final Recovery Determination has been made, an amount (not less than zero) equal
to (i) the unpaid principal balance of such Mortgage Loan as of the commencement
of the calendar month in which the Final Recovery Determination was made, plus
(ii) accrued interest from the Due Date as to which interest was last paid by
the Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest was
then accruing on such Mortgage Loan and (B) on a principal amount equal to the
Stated Principal Balance of such Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, plus (iii) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus (iv) the
proceeds, if any, received in respect of such Mortgage Loan during the calendar
month in which such Final Recovery Determination was made, net of amounts that
are payable therefrom to the Master Servicer with respect to such Mortgage Loan
pursuant to Section 3.05(a)(ii).

               With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid principal balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of REMIC I, plus (ii) accrued
interest from the Due Date as to which interest was last paid by the Mortgagor
in respect of the related Mortgage Loan through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, calculated in the case of each calendar month during such period (A)
at an annual rate equal to the annual rate at which interest was then accruing
on the related Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of the related Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, plus (iii) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such Final Recovery Determination was made, plus (iv)
any amounts


                                       39

<PAGE>



previously withdrawn from the Collection Account in respect of the related
Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus (v) the
aggregate of all Advances made by the Master Servicer in respect of such REO
Property or the related Mortgage Loan for which the Master Servicer has been or,
in connection with such Final Recovery Determination, will be reimbursed
pursuant to Section 3.13 out of rental income, Insurance Proceeds and
Liquidation Proceeds received in respect of such REO Property, minus (vi) the
total of all net rental income, Insurance Proceeds and Liquidation Proceeds
received in respect of such REO Property that has been, or in connection with
such Final Recovery Determination, will be transferred to the Distribution
Account pursuant to Section 3.13.

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

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

               "Record Date": With respect to each Distribution Date and any
Book-Entry Certificate (other than the Class AF Certificates and the Class S
Certificates), the Business Day immediately preceding such Distribution Date.
With respect to each Distribution Date and any other Class of Certificates,
including any Definitive Certificates, the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs.

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

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

               "Regular Certificate": Any Class A Certificate, Mezzanine
Certificate, Class S Certificate, Class P Certificate or Class CE Certificate.

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

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



                                       40

<PAGE>



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

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

               "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made, consisting of: (i) such
Mortgage Loans and Prepayment Charges 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) to the extent conveyed pursuant to Section
2.01 and (v) the Collection Account (other than any amounts representing any
Master Servicer Prepayment Charge Payment Amounts), the Distribution Account
(other than any amounts representing any Master Servicer Prepayment Charge
Payment Amounts) and any REO Account and such assets that are deposited therein
from time to time and any investments thereof, together with any and all income,
proceeds and payments with respect thereto. Notwithstanding the foregoing,
however, REMIC I specifically excludes any Master Servicer Prepayment Charge
Payment Amounts, the Pre-Funding Accounts, the Interest Coverage Accounts, the
Initial Deposit Account, the Net WAC Rate Carryover Reserve Account, any
Subsequent Mortgage Loan Interest, all payments and other collections of
principal and interest due on the Mortgage Loans on or before the Cut-off Date
and all Prepayment Charges payable in connection with Principal Prepayments made
before the Cut-off Date.

               "REMIC I Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
"regular interest" in REMIC I. Each REMIC I Regular Interest shall accrue
interest at the related REMIC I Remittance Rate in effect from time to time, and
shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Balance as set forth in the Preliminary Statement hereto. The designations for
the respective REMIC I Regular Interests are set forth in the Preliminary
Statement hereto.

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

               "REMIC I Regular Interest I-LTB": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTB
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and


                                       41

<PAGE>



conditions hereof, in an aggregate amount equal to its initial Uncertificated
Balance as set forth in the Preliminary Statement hereto.

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

               "REMIC I Regular Interest I-LTP": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTP
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time and shall be entitled to any Prepayment Charges collected by the Master
Servicer and to a distribution of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Balance as
set forth in the Preliminary Statement hereto.

               "REMIC I Remittance Rate": With respect to each REMIC I Regular
Interest, the weighted average of the Expense Adjusted Mortgage Rates of the
Mortgage Loans; provided, however, with respect to REMIC I Regular Interest
I-LTC, (i) for the first two Distribution Dates, 3.7167% and (ii) for each
Distribution Date thereafter, the weighted average of the Expense Adjusted
Mortgage Rates.

               "REMIC II": The segregated pool of assets consisting of all of
the REMIC I Regular Interests conveyed in trust to the Trustee for the benefit
of the REMIC III Certificateholders pursuant to Section 2.08, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.

               "REMIC II Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount (subject to adjustment based on the actual number
of days elapsed in the respective Interest Accrual Periods for the indicated
Regular Interests for such Distribution Date) equal to (a) the product of (i)
the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
then outstanding (plus any amounts in the Pre-Funding Account) and (ii) the
REMIC II Remittance Rate for REMIC II Regular Interest II-LTAA minus the Marker
Rate, divided by (b) 12.

               "REMIC II Overcollateralized Amount": With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Balances of the REMIC II
Regular Interests minus (ii) the aggregate of the Uncertificated Balances of
REMIC II Regular Interest II-LTAF1, REMIC II Regular Interest II-LTAF2, REMIC II
Regular Interest II-LTAF3, REMIC II Regular Interest II-LTAF4, REMIC II Regular
Interest II-LTAF5, REMIC II Regular Interest II-LTAF6, REMIC II Regular Interest
II-LTAV, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3 and REMIC II Regular Interest II-LTM4, in each
case as of such date of determination.

               "REMIC II Principal Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of the Mortgage


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<PAGE>



Loans and REO Properties (plus any amounts in the Pre-Funding Accounts) then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times the
aggregate of the Uncertificated Balances of REMIC II Regular Interest II-LTAF1,
REMIC II Regular Interest II-LTAF2, REMIC II Regular Interest II-LTAF3, REMIC II
Regular Interest II-LTAF4, REMIC II Regular Interest II- LTAF5, REMIC II Regular
Interest II-LTAF6, REMIC II Regular Interest II-LTAV, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3
and REMIC II Regular Interest II-LTM4 and the denominator of which is the
aggregate of the Uncertificated Balances of REMIC II Regular Interest II-LTAF1,
REMIC II Regular Interest II- LTAF2, REMIC II Regular Interest II-LTAF3, REMIC
II Regular Interest II-LTAF4, REMIC II Regular Interest II-LTAF5, REMIC II
Regular Interest II-LTAF6, REMIC II Regular Interest II- LTAV, REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3 and REMIC II Regular Interest II-LTM4.

               "REMIC II Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
"regular interest" in REMIC II. Each REMIC II Regular Interest shall accrue
interest at the related REMIC II Remittance Rate in effect from time to time or
shall otherwise be entitled to interest as set forth herein, and shall be
entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Balance as
set forth in the Preliminary Statement hereto. The designations for the
respective REMIC II Regular Interests are set forth in the Preliminary Statement
hereto.

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

               "REMIC II Regular Interest II-LTAF1": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTAF1
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

               "REMIC II Regular Interest II-LTAF2": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTAF2
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

               "REMIC II Regular Interest II-LTAF3": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTAF3
shall accrue interest at the related REMIC II


                                       43

<PAGE>



Remittance Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Balance as set forth in the
Preliminary Statement hereto.

               "REMIC II Regular Interest II-LTAF4": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTAF4
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

               "REMIC II Regular Interest II-LTAF5": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTAF5
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

               "REMIC II Regular Interest II-LTAF6": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTAF6
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

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

               "REMIC II Regular Interest II-LTM1": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTM1
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

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



                                       44

<PAGE>



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

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

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

               "REMIC II Regular Interest II-LTP": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTP
shall be entitled to any Prepayment Charges collected by the Master Servicer and
to a distribution of principal, subject to the terms and conditions hereof, in
an aggregate amount equal to its initial Uncertificated Balance as set forth in
the Preliminary Statement hereto.

               "REMIC II Regular Interest II-LTS": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTS
shall accrue interest at the related REMIC II Remittance Rate on its
Uncertificated Notional Amount, as in effect from time to time. REMIC II Regular
Interest II- LTS has no principal balance and is not entitled to distributions
of principal.

               "REMIC II Remittance Rate": With respect to each REMIC II Regular
Interest (other than REMIC II Regular Interest II-LTS) and each Distribution
Date, a per annum rate equal to the weighted average of (x) the REMIC I
Remittance Rate with respect to REMIC I Regular Interest I-LTA, REMIC I Regular
Interest I-LTC and REMIC I Regular Interest I-LTP for such Distribution Date and
(y) the excess, if any, of (i) the REMIC I Remittance Rate with respect to REMIC
I Regular Interest I-LTB for such Distribution Date over (ii) the applicable
Class S Rate, weighted on the basis of the Uncertificated Balance of (x) REMIC I
Regular Interest I-LTA, REMIC I Regular Interest I-LTC and REMIC I Regular
Interest I-LTP and (y) REMIC I Regular Interest I-LTB, respectively.

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



                                       45

<PAGE>



               "REMIC III": The segregated pool of assets consisting of all of
the REMIC II Regular Interests conveyed in trust to the Trustee, for the benefit
of the REMIC III Certificateholders pursuant to Section 2.09, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.

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

               "REMIC III Certificateholder": The Holder of any REMIC III
Certificate.

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

               "Remittance Report": A report in form and substance that is
acceptable to the Trust Administrator and the NIMS Insurer on a magnetic disk or
tape prepared by the Master Servicer pursuant to Section 4.03 with such
additions, deletions and modifications as agreed to by the Trust Administrator
and the Master Servicer.

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

               "REO Account": Each of the accounts maintained by the Master
Servicer in respect of an REO Property pursuant to Section 3.13 which account
may be the Collection Account subject to Section 3.13.

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

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

               "REO Principal Amortization": With respect to any REO Property,
for any calendar month, the excess, if any, of (a) the aggregate of all amounts
received in respect of such REO Property during such calendar month, whether in
the form of rental income, sale proceeds (including, without limitation, that
portion of the Termination Price paid in connection with a purchase of all of
the Mortgage Loans and REO Properties pursuant to Section 9.01 that is allocable
to such REO Property) or otherwise, net of any portion of such amounts (i)
payable pursuant to Section 3.13(c) in respect of the proper operation,
management and maintenance of such REO Property or (ii) payable or reimbursable
to the Master Servicer pursuant to Section 3.13(d) for unpaid Servicing Fees in
respect of the related Mortgage Loan and unreimbursed Servicing Advances and
Advances in


                                       46

<PAGE>



respect of such REO Property or the related Mortgage Loan, over (b) the REO
Imputed Interest in respect of such REO Property for such calendar month.

               "REO Property": A Mortgaged Property acquired by the Master
Servicer on behalf of REMIC I 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 or Exhibit E-2 attached hereto.

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

               "Residential Dwelling": Any one of the following: (i) an attached
or detached one- family dwelling, (ii) a detached two- to four-family dwelling,
(iii) a one-family dwelling unit in a condominium project or (iv) a detached or
attached one-family dwelling in a planned unit development, none of which is a
co-operative, mobile or manufactured home (unless such mobile or manufactured
home is defined as real property under applicable state law).

               "Residual Certificate": Any one of the Class R Certificates.

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

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

               "Scheduled Principal Balance": With respect to any Mortgage Loan:
(a) as of the Cut-off Date (or the related Subsequent Cut-off Date, with respect
to a Subsequent Mortgage Loan), the outstanding principal balance of such
Mortgage Loan as of such date, net of the principal portion of all unpaid
Monthly Payments, if any, due on or before such date; (b) as of any Due Date
subsequent to the Cut-off Date up to and including the Due Date in the calendar
month in which a Liquidation Event occurs with respect to such Mortgage Loan,
the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date,
minus the sum of (i) the principal portion of each Monthly Payment due on or
before such Due Date but subsequent to the Cut-off Date, whether or not
received, (ii) all Principal Prepayments received before such Due Date but after
the Cut-off Date, (iii) the principal portion of all Liquidation Proceeds and
Insurance Proceeds received before such


                                       47

<PAGE>



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

               "Senior Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) the Interest Distribution
Amount for such Distribution Date for the Class A Certificates and the Class S
Certificates and (ii) the Interest Carry Forward Amount with respect to the
Class A Certificates and the Class S Certificates.

               "Servicing Advances": The reasonable "out-of-pocket" costs and
expenses incurred by the Master Servicer in connection with a default,
delinquency or other unanticipated event by the Master Servicer in the
performance of its servicing obligations, including, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
in respect of a particular Mortgage Loan, (iii) the management (including
reasonable fees in connection therewith) and liquidation of any REO Property and
(iv) the performance of its obligations under Section 3.01, Section 3.04(d),
Section 3.08, Section 3.12 and Section 3.13. The Master Servicer shall not be
required to make any Servicing Advance in respect of a Mortgage Loan or REO
Property that, in the good faith business judgment of the Master Servicer, would
not be ultimately recoverable from related Insurance Proceeds or Liquidation
Proceeds on such Mortgage Loan or REO Property as provided herein.

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

               "Servicing Fee Rate":  0.50% per annum.

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


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<PAGE>



appear on a list of Servicing Officers furnished by the Master Servicer to the
Trustee, the Trust Administrator and the Depositor on the Closing Date, as such
list may from time to time be amended.

               "Servicing Standard": The standards set forth in the first
paragraph of Section 3.01.

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

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

               "Startup Day": With respect to each Trust REMIC, the day
designated as such pursuant to Section 10.01(b) hereof.

               "Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to but not including the Distribution
Date on which the proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, the Scheduled Principal Balance of such
Mortgage Loan as of the Cut-off Date (or the related Subsequent Cut-off Date,
with respect to a Subsequent Mortgage Loan), as shown in the Mortgage Loan
Schedule, minus the sum of (i) the principal portion of each Monthly Payment due
on a Due Date subsequent to the Cut-off Date, to the extent received from the
Mortgagor or advanced by the Master Servicer and distributed pursuant to Section
4.01 on or before such date of determination, (ii) all Principal Prepayments
received after the Cut-off Date, to the extent distributed pursuant to Section
4.01 on or before such date of determination, (iii) all Liquidation Proceeds and
Insurance Proceeds applied by the Master Servicer as recoveries of principal in
accordance with the provisions of Section 3.12, to the extent distributed
pursuant to Section 4.01 on or before such date of determination and (iv) any
Realized Loss incurred with respect thereto as a result of a Deficient Valuation
made during or prior to the Prepayment Period for the most recent Distribution
Date coinciding with or preceding such date of determination; and (b) as of any
date of determination coinciding with or subsequent to the Distribution Date on
which the proceeds, if any, of a Liquidation Event with respect to such Mortgage
Loan would be distributed, zero. With respect to any REO Property: (a) as of any
date of determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property was
acquired before the Distribution Date in any calendar month, the principal
portion of the Monthly Payment due on the Due Date in the calendar month of
acquisition, to the extent advanced by the Master Servicer and distributed
pursuant to Section 4.01 on or before such date of determination, and (ii) the
aggregate amount of REO Principal Amortization in respect of such REO Property
for all previously ended calendar months, to the extent distributed pursuant to
Section 4.01 on or before such date of determination; and (b) as of any date of
determination coinciding with or subsequent


                                       49

<PAGE>



to the Distribution Date on which the proceeds, if any, of a Liquidation Event
with respect to such REO Property would be distributed, zero.

               "Stayed Funds": If the Master Servicer is the subject of a
proceeding under the federal Bankruptcy Code and the making of a Remittance (as
defined in Section 7.02(b)) is prohibited by Section 362 of the federal
Bankruptcy Code, funds that are in the custody of the Master Servicer, a trustee
in bankruptcy or a federal bankruptcy court and should have been the subject of
such Remittance absent such prohibition.

               "Stepdown Date": The earlier to occur of (i) the first
Distribution Date on which the Certificate Principal Balance of the Class A
Certificates has been reduced to zero and (ii) the later to occur of (a) the
Distribution Date occurring in April 2005 and (b) the first Distribution Date on
which the Credit Enhancement Percentage (calculated for this purpose only after
taking into account distributions of principal on the Mortgage Loans but prior
to any distribution of the Principal Distribution Amount to the Certificates
then entitled to distributions of principal on such Distribution Date) is equal
to or greater than 32.00%.

               "Subsequent Cut-off Date": With respect to those Subsequent
Mortgage Loans sold to the Trust Fund pursuant to a Subsequent Transfer
Instrument, the first day of the month in which the related Subsequent Transfer
Date occurs.

               "Subsequent Mortgage Loan": A Mortgage Loan sold by the Depositor
to the Trust Fund pursuant to Section 2.10, such Mortgage Loan being identified
on the Mortgage Loan Schedule attached to a Subsequent Transfer Instrument.

               "Subsequent Mortgage Loan Interest": Any amount constituting a
monthly payment of interest received or advanced at the Net Mortgage Rate with
respect to a Subsequent Mortgage Loan during the Due Periods relating to the
first two Distribution Dates in excess of 3.7192% per annum. The Subsequent
Mortgage Loan Interest shall be distributable to the Class CE Certificates. The
Subsequent Mortgage Loan Interest shall not be an asset of any Trust REMIC.

               "Subsequent Mortgage Loan Purchase Agreement": The agreement
between the Depositor and the Seller regarding the transfer of the Subsequent
Mortgage Loans by the Seller to the Depositor.

               "Subsequent Transfer Date": With respect to each Subsequent
Transfer Instrument, the date on which the related Subsequent Mortgage Loans are
sold to the Trust Fund.

               "Subsequent Transfer Instrument": Each subsequent transfer
instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and
the Depositor substantially in the form of Exhibit I, by which Subsequent
Mortgage Loans are sold to the Trust Fund.

               "Sub-Servicer": Any Person with which the Master Servicer has
entered into a Sub- Servicing Agreement and which meets the qualifications of a
Sub-Servicer pursuant to Section 6.06.



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<PAGE>



               "Sub-Servicing Account": An account established by a Sub-Servicer
which meets the requirements set forth in Section 6.11 and is otherwise
acceptable to the Master Servicer.

               "Sub-Servicing Agreement": The written contract between the
Master Servicer and a Sub-Servicer relating to servicing and administration of
certain Mortgage Loans as provided in Section 6.06.

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

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

               "Telerate Page 3750": The display designated as page "3750" on
the Dow Jones Telerate Capital Markets Report (or such other page as may replace
page 3750 on that report for the purpose of displaying London interbank offered
rates of major banks).

               "Termination Price":  As defined in Section 9.01.

               "Terminator":  As defined in Section 9.01.

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

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

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

               "Trigger Event": A Trigger Event has occurred with respect to a
Distribution Date if (i) the Delinquency Percentage exceeds 16.00% or (ii) the
percentage equivalent of a fraction, the numerator of which is the aggregate
amount of Realized Losses incurred from the Cut-off Date to the last day of the
related Due Period and the denominator of which is the aggregate Stated
Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and the
Original Pre-Funded Amounts exceeds the applicable percentages set forth below
with respect to such Distribution Date:



 DISTRIBUTION DATE OCCURRING IN                        PERCENTAGE
-----------------------------------------    ---------------------------------
April 2005 through March 2006                             3.25%
April 2006 through March 2007                             4.00%



                                                                51

<PAGE>




April 2007 through March 2008                             4.50%
April 2008 through March 2009                             5.00%
April 2009 and thereafter                                 5.75%

               "Trust Administrator": Bankers Trust Company of California, N.A.,
a national banking association, or its successor in interest, or any successor
Trust Administrator appointed as herein provided.

               "Trust Fund": Collectively, all of the assets of each Trust
REMIC, Master Servicer Prepayment Charge Payment Amounts, the Pre-Funding
Accounts, the Initial Deposit Account, the Net WAC Rate Carryover Reserve
Account, the Interest Coverage Accounts and any Subsequent Mortgage Loan
Interest.

               "Trust REMIC": Each of REMIC I, REMIC II and REMIC III.

               "Trustee": U.S. Bank National Association, a national banking
association, or its successor in interest, or any successor trustee appointed as
herein provided.

               "Uncertificated Balance": The amount of any REMIC I Regular
Interest or REMIC II Regular Interest (other than REMIC II Regular Interest
II-LTS) outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Balance of each REMIC I Regular Interest and each REMIC II
Regular Interest (other than REMIC II Regular Interest II-LTS) shall equal the
amount set forth in the Preliminary Statement hereto as its initial
uncertificated balance. On each Distribution Date, the Uncertificated Balance of
each REMIC I Regular Interest and each REMIC II Regular Interest (other than
REMIC II Regular Interest II-LTS) shall be reduced by all distributions of
principal made on such REMIC I Regular Interest or such REMIC II Regular
Interest on such Distribution Date pursuant to Section 4.01 and, if and to the
extent necessary and appropriate, shall be further reduced on such Distribution
Date by Realized Losses as provided in Section 4.04. The Uncertificated Balance
of REMIC II Regular Interest II-LTZZ shall be increased by interest deferrals as
provided in Section 4.01(a)(1)(B)(i). The Uncertificated Balance of each REMIC I
Regular Interest and each REMIC II Regular Interest shall never be less than
zero.

               "Uncertificated Interest": With respect to any REMIC I Regular
Interest for any Distribution Date, one month's interest at the REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for such
Distribution Date, accrued on the Uncertificated Balance thereof immediately
prior to such Distribution Date. With respect to any REMIC II Regular Interest
for any Distribution Date, one month's interest at the REMIC II Remittance Rate
applicable to such REMIC II Regular Interest for such Distribution Date, accrued
on the Uncertificated Balance or Uncertificated Notional Amount thereof
immediately prior to such Distribution Date. Uncertificated Interest in respect
of any REMIC I Regular Interest, REMIC II Regular Interest, shall accrue on the
basis of a 360-day year consisting of twelve 30-day months. Uncertificated
Interest with respect to each Distribution Date, as to any REMIC I Regular
Interest or REMIC II Regular Interest, shall be reduced by an amount equal to
the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date to the extent not covered by payments pursuant to Section
4.03(e) and (b) the aggregate amount of any Relief Act Interest Shortfall, if
any allocated, in each case, to such REMIC


                                       52

<PAGE>



I Regular Interest or REMIC II Regular Interest pursuant to Section 1.02. In
addition, Uncertificated Interest with respect to each Distribution Date, as to
any REMIC I Regular Interest or REMIC II Regular Interest shall be reduced by
Realized Losses, if any, allocated to such REMIC I Regular Interest or REMIC II
Regular Interest pursuant to Section 1.02 and Section 4.04.

               "Uncertificated Notional Amount": With respect to REMIC II
Regular Interest II- LTS, shall equal the Uncertificated Balance of REMIC I
Regular Interest I-LTB.

               "Underwriters' Exemption": An individual exemption issued by the
United States Department of Labor, Prohibited Transaction Exemption ("PTE")
91-23 at 56 F.R. 15936, and amended on July 21, 1997 as PTE 97-34 at 62 F.R.
39021 and further amended on November 13, 2000 by PTE 2000-58 at 65 F.R. 67765,
to Salomon Smith Barney Inc., for specific offerings in which Salomon Smith
Barney Inc. or any person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with Salomon
Smith Barney Inc. is an underwriter, placement agent or a manager or co-manager
of the underwriting syndicate or selling group where the trust and the offered
certificates meet specified conditions. The Underwriters' Exemption, as amended,
provides a partial exemption for transactions involving certificates
representing a beneficial interest in a trust and entitling the holder to
pass-through payments of principal, interest and/or other payments with respect
to the trust's assets.

               "Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to Section
3.08.

               "United States Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States, any state thereof or the District of
Columbia (except, in the case of a partnership, to the extent provided in
regulations) provided that, solely for purposes of the restrictions on the
transfer of Class R Certificates, no partnership or other entity treated as a
partnership for United States federal income tax purposes shall be treated as a
United States Person unless all persons that own an interest in such partnership
either directly or through any entity that is not a corporation for United
States federal income tax purposes are required by the applicable operative
agreement to be United States Persons, or an estate whose income is subject to
United States federal income tax regardless of its source, or a trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a
trust treated as owned by the grantor under subpart E of part I of subchapter J
of chapter 1 of the Code), and which was treated as a United States person on
August 20, 1996 may elect to continue to be treated as a United States person
notwithstanding the previous sentence. The term "United States" shall have the
meaning set forth in Section 7701 of the Code.

               "Value": With respect to any Mortgaged Property, the lesser of
(i) the value thereof as determined by an appraisal made for the originator of
the Mortgage Loan at the time of origination of the Mortgage Loan by an
appraiser who met the minimum requirements of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, and (ii) the purchase price paid for the


                                       53

<PAGE>



related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage
Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value
of the Mortgaged Property is based solely upon the value determined by an
appraisal made for the originator of such Refinanced Mortgage Loan at the time
of origination of such Refinanced Mortgage Loan by an appraiser who met the
minimum requirements of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989.

               "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. With respect to any date of
determination, 97% of all Voting Rights will be allocated among the holders of
the Class A Certificates, the Mezzanine Certificates and the Class CE
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates, 1% of all Voting Rights will be
allocated to the holders of the Class S Certificates in proportion to the then
outstanding Notional Amount of their Certificates, 1% of all Voting Rights will
be allocated to the holders of the Class P Certificates and 1% of all Voting
Rights will be allocated among the holders of the Residual Certificates. The
Voting Rights allocated to each Class of Certificate shall be allocated among
Holders of each such Class in accordance with their respective Percentage
Interests as of the most recent Record Date.

               SECTION 1.02. Allocation of Certain Interest Shortfalls.

               For purposes of calculating the amount of Accrued Certificate
Interest and the amount of the Interest Distribution Amount for the Class A
Certificates, the Mezzanine Certificates, the Class S Certificates and the Class
CE Certificates for any Distribution Date, (1) the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Master Servicer pursuant to Section 4.03(e)) and any Relief Act Interest
Shortfall incurred in respect of the Mortgage Loans for any Distribution Date
shall be allocated first, among the Class CE Certificates on a PRO RATA basis
based on, and to the extent of, one month's interest at the then applicable
respective Pass-Through Rate on the respective Notional Amount of each such
Certificate and thereafter, among the Class A Certificates, the Mezzanine
Certificates and the Class S Certificates on a PRO RATA basis based on, and to
the extent of, one month's interest at the then applicable respective
Pass-Through Rate on the respective Certificate Principal Balance or Notional
Amount of each such Certificate and (2) the aggregate amount of any Realized
Losses incurred for any Distribution Date and Net WAC Rate Carryover Amounts
incurred for any Distribution Date shall be allocated among the Class CE
Certificates on a PRO RATA basis based on, and to the extent of, one month's
interest at the then applicable respective Pass-Through Rate on the respective
Notional Amount of each such Certificate.

               For purposes of calculating the amount of Uncertificated Interest
for the REMIC I Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 4.03(e)) and Relief Act
Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to REMIC I Regular Interest I-LTA
and REMIC I Regular Interest I-LTC and then to REMIC I Regular Interest I-LTB,
in each case to the extent of one month's interest at the then applicable
respective REMIC I Remittance Rate on the respective Uncertificated Balance of
each such REMIC I Regular Interest; provided however, with respect to the first
two Distribution Dates, such amounts relating to the Initial Mortgage Loans
shall be allocated first to REMIC I Regular


                                       54

<PAGE>



Interest I-LTA and then to REMIC I Regular Interest I-LTB, and such amounts
relating to the Subsequent Mortgage Loans shall be allocated to REMIC I Regular
Interest I-LTC.

               For purposes of calculating the amount of Uncertificated Interest
for the REMIC II Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 4.03(e)) and Relief Act
Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to Uncertificated Interest payable
to REMIC II Regular Interest II-LTAA and REMIC II Regular Interest II-LTZZ up to
an aggregate amount equal to the REMIC II Interest Loss Allocation Amount, 98%
and 2%, respectively, and thereafter among REMIC II Regular Interest II- LTAF1,
REMIC II Regular Interest II-LTAF2, REMIC II Regular Interest II-LTAF3, REMIC II
Regular Interest II-LTAF4, REMIC II Regular Interest II-LTAF5, REMIC II Regular
Interest II- LTAF6, REMIC II Regular Interest II-LTAV, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4 and REMIC II Regular Interest II-LTZZ PRO RATA
based on, and to the extent of, one month's interest at the then applicable
respective Pass-Through Rate on the respective Uncertificated Balance of each
such REMIC II Regular Interest.

               SECTION 1.03           Rights of the NIMS Insurer.

               Each of the rights of the NIMS Insurer set forth in this
Agreement shall exist so long as (i) the NIMS Insurer has undertaken to
guarantee certain payments of notes issued pursuant to the Indenture and (ii)
the notes issued pursuant to the Indenture remain outstanding or the NIMS
Insurer is owed amounts in respect of its guarantee of payment on such notes;
provided, however, the NIMS Insurer shall not have any rights hereunder so long
as (i) the NIMS Insurer has not undertaken to guarantee certain payments of
notes issued pursuant to the Indenture or (ii) any default has occurred and is
continuing under the insurance policy issued by the NIMS Insurer with respect to
such notes.





                                       55

<PAGE>



                                   ARTICLE II

                                   CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

               SECTION 2.01.          Conveyance of Mortgage Loans.

               The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in and to the Mortgage Loans
identified on the Mortgage Loan Schedule, the rights of the Depositor under the
Mortgage Loan Purchase Agreement, and all other assets included or to be
included in REMIC I. Such assignment includes all interest and principal
received by the Depositor or the Master Servicer on or with respect to the
Mortgage Loans (other than payments of principal and interest due on such
Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers
to the Trust Administrator an executed copy of the Mortgage Loan Purchase
Agreement, the Original Pre-Funded Amounts and the required deposits to the
Interest Coverage Accounts and the Trust Administrator, on behalf of the Trustee
and the Certificateholders, acknowledges receipt of the same.

               In connection with such transfer and assignment, the Depositor
does hereby deliver to, and deposit with, the Trust Administrator, as custodian
for the Trustee (in which capacity the Trust Administrator will, unless
otherwise specified, be acting under this Article II) the following documents or
instruments with respect to each Initial Mortgage Loan so transferred and
assigned and the Depositor shall, in accordance with Section 2.10, deliver or
cause to be delivered to the Trust Administrator, as custodian for the Trustee,
with respect to each Subsequent Mortgage Loan, the following documents or
instruments (a "Mortgage File"):

               (i) the original Mortgage Note, endorsed in blank or in the
        following form: "Pay to the order of U.S. Bank National Association, as
        Trustee under the applicable agreement, without recourse," with all
        prior and intervening endorsements showing a complete chain of
        endorsement from the originator to the Person so endorsing to the
        Trustee;

               (ii) the original Mortgage with evidence of recording thereon,
        and a copy, certified by the appropriate recording office, of the
        recorded power of attorney, if the Mortgage was executed pursuant to a
        power of attorney, with evidence of recording thereon;

               (iii)   an original Assignment of the Mortgage assigned in blank;

               (iv) the original recorded Assignment or Assignments of the
        Mortgage showing a complete chain of assignment from the originator to
        the Person assigning the Mortgage to the Trustee as contemplated by the
        immediately preceding clause (iii) or the original unrecorded
        intervening Assignments;

               (v)     the original or copies of each assumption, modification,
        written assurance or substitution agreement, if any; and


                                       56

<PAGE>



               (vi) the original lenders's title insurance policy or an
        attorney's opinion of title or similar guarantee of title acceptable to
        mortgage lenders generally in the jurisdiction where the Mortgaged
        Property is located, together with all endorsements or riders which were
        issued with or subsequent to the issuance of such policy, insuring the
        priority of the Mortgage as a first lien on the Mortgaged Property
        represented therein as a fee interest vested in the Mortgagor, or in the
        event such original title policy is unavailable, a written commitment or
        uniform binder or preliminary report of title issued by the title
        insurance or escrow company.

               If any of the documents referred to in Sections 2.01(ii), (iii)
or (iv) above has as of the Closing Date (or the related Subsequent Transfer
Date, with respect to the Subsequent Mortgage Loans) 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
Trust Administrator, or to the appropriate Custodian on behalf of the Trustee,
of a copy of each such document certified by the Originator in the case of (x)
above or the applicable public recording office in the case of (y) above to be a
true and complete copy of the original that was submitted for recording and (2)
if such copy is certified by the Originator, delivery to the Trust
Administrator, or to the appropriate Custodian on behalf of the Trustee,
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(vi) above, the Depositor shall deliver or
cause to be delivered to the Trust Administrator, or to the appropriate
Custodian on behalf of the Trustee, promptly after receipt thereof, the original
lender's title insurance policy. The Depositor shall deliver or cause to be
delivered to the Trust Administrator, or to the appropriate Custodian on behalf
of the Trustee, promptly upon receipt thereof any other original documents
constituting a part of a Mortgage File received with respect to any Mortgage
Loan, including, but not limited to, any original documents evidencing an
assumption or modification of any Mortgage Loan.

               The Master Servicer (in its capacity as Originator) shall
promptly (and in no event later than thirty (30) Business Days, subject to
extension upon a mutual agreement between the Master Servicer and the Trust
Administrator, following the later of (i) the Closing Date (or the related
Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans), (ii)
the date on which the Originator receives the Assignment from the Custodian and
(iii) the date of receipt by the Master Servicer of the recording information
for a Mortgage) submit or cause to be submitted for recording, at no expense to
the Trust Fund, the Trustee or the Trust Administrator, in the appropriate
public office for real property records, each Assignment referred to in Sections
2.01(iii) and (iv) above and shall execute each original Assignment referred to
in section 2.01(iii) above in the following form: "U.S. Bank National
Association, as Trustee under the applicable agreement." In the event that any
such Assignment is lost or returned unrecorded because of a defect therein, the
Master Servicer (in its capacity as Originator) shall 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. Notwithstanding the foregoing, however, for administrative convenience
and facilitation of servicing and to reduce closing costs, the Assignments of
the Mortgages shall not be required to be completed and submitted for recording
with respect to any Mortgage Loan only if the NIMS Insurer, the Trustee, the
Trust Administrator and each Rating


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Agency has received an opinion of counsel, satisfactory in form and substance to
the Trustee, the Trust Administrator and each Rating Agency, to the effect that
the recordation of such assignments in any specific jurisdiction is not
necessary to protect the Trustee's interest in the related Mortgage Note;
provided further, however, notwithstanding the delivery of any opinion of
counsel, each assignment of Mortgage shall be submitted for recording by the
Originator in the manner described above, at no expense to the Trust Fund, the
Trustee or the Trust Administrator, upon the earliest to occur of: (i)
reasonable direction by Holders of Certificates entitled to at least 25% of the
Voting Rights, (ii) failure of the Master Servicer Termination Test, (iii) the
occurrence of a bankruptcy, insolvency or foreclosure relating to the
Originator, (iv) the occurrence of a servicing transfer as described in Section
7.02 hereof and (v) if the Originator is not the Master Servicer and with
respect to any one assignment of Mortgage, the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Mortgagor under the related Mortgage.
Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost
of recording the Assignments of Mortgage, such expense will be paid by the Trust
Administrator and shall be reimbursable to the Trust Administrator as an
Extraordinary Trust Fund Expense.

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

               SECTION 2.02.          Acceptance of REMIC I by the Trustee.

               Subject to the provisions of Section 2.01 and subject to any
exceptions noted on the exception report described in the next paragraph below,
the Trust Administrator, on behalf of the Trustee acknowledges receipt (or, with
respect to Mortgage Loans subject to a Custodial Agreement, receipt by the
respective Custodian as the duly appointed agent of the Trustee) of the
documents referred to in Section 2.01 (other than such documents described in
Section 2.01(v)) above and all interests and all other assets included in the
definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of
amounts deposited into the Distribution Account) and declares that it, or such
Custodian as its agent, 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
"REMIC I" in trust for the exclusive use and benefit of all present and future
Certificateholders.

               On or prior to the Closing Date, the Trust Administrator agrees,
for the benefit of the Certificateholders, to execute and deliver (or cause the
Custodian to execute and deliver) to the Depositor and the NIMS Insurer an
acknowledgment of receipt of the Mortgage Note (with any exceptions noted),
substantially in the form attached as Exhibit C-3 hereto.



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               The Trust Administrator agrees, for the benefit of the
Certificateholders, to review (or cause a Custodian on its behalf to review)
each Mortgage Note within 45 days of the Closing Date (or the related Subsequent
Transfer Date, with respect to the Subsequent Mortgage Loans) and to certify in
substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to
certify in the form of the Initial Certification attached to the Custodial
Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in the exception report annexed thereto as not being covered by such
certification), (i) all documents constituting part of such Mortgage File (other
than such documents described in Section 2.01(v)) required to be delivered to it
pursuant to this Agreement are in its possession, (ii) such documents have been
reviewed by it or such Custodian and are not mutilated, torn or defaced unless
initialed by the related borrower and relate to such Mortgage Loan, (iii) based
on its or the Custodian's examination and only as to the foregoing, the
information set forth in the Mortgage Loan Schedule that corresponds to items
(1) through (3), (6), (9), (10), (13), (15) and (19) of the definition of
"Mortgage Loan Schedule" accurately reflects information set forth in the
Mortgage File. It is herein acknowledged that, in conducting such review, the
Trust Administrator or such Custodian was under no duty or obligation (i) to
inspect, review or examine any such documents, instruments, certificates or
other papers to determine whether they are genuine, enforceable, or appropriate
for the represented purpose or whether they have actually been recorded or that
they are other than what they purport to be on their face or (ii) to determine
whether any Mortgage File should include any of the documents specified in
clause (v) of Section 2.01.

               Prior to the first anniversary date of this Agreement the Trust
Administrator shall deliver to the Depositor, the Master Servicer, the Trustee
and the NIMS Insurer a final certification in the form annexed hereto as Exhibit
C-2 (or shall cause the Custodian to deliver to the Trustee, the Depositor, the
Master Servicer and the NIMS Insurer a final certification in the form attached
to the Custodial Agreement) evidencing the completeness of the Mortgage Files,
with any applicable exceptions noted thereon, with respect to all of the Initial
Mortgage Loans and the Subsequent Mortgage Loans.

               If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the Trust
Administrator or any Custodian finds any document or documents constituting a
part of a Mortgage File to be missing, mutilated, torn or defaced or does not
conform to the requirements identified above, at the conclusion of its review
the Trust Administrator (or a Custodian on behalf of the Trustee) shall so
notify the Depositor, the NIMS Insurer, the Trustee and the Master Servicer. In
addition, upon the discovery by the Depositor, the NIMS Insurer, the Master
Servicer, the Trust Administrator or the Trustee of a breach of any of the
representations and warranties made by the Originator 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.

               The Trust Administrator (or a Custodian on behalf of the Trustee)
shall, at the written request and expense of any Certificateholder, provide a
written report to such Certificateholder, of all Mortgage Files released to the
Master Servicer for servicing purposes.



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               SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the
                             Originator or the Depositor; Payment of Prepayment
                             Charge Payment Amounts.

               (a) Upon discovery or receipt of notice (including notice under
Section 2.02) of any materially defective document in, or that a document is
missing from, the Mortgage File or of the breach by the Originator 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 or the interest therein of the Certificateholders, the Trust
Administrator shall promptly notify the Originator, the NIMS Insurer and the
Master Servicer of such defect, missing document or breach and request that the
Originator deliver such missing document or cure such defect or breach within 90
days from the date the Originator was notified of such missing document, defect
or breach, and if the Originator does not deliver such missing document or cure
such defect or breach in all material respects during such period, the Master
Servicer (or, in accordance with Section 6.06(b), the Trust Administrator) shall
enforce the obligations of the Originator under the Mortgage Loan Purchase
Agreement to repurchase such Mortgage Loan from REMIC I at the Purchase Price
within 90 days after the date on which the Originator was notified (subject to
Section 2.03(d)) of such missing document, defect or breach, if and to the
extent that the Originator is obligated to do so under the Mortgage Loan
Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan shall
be deposited in the Collection Account, and the Trust Administrator, upon
receipt of written certification from the Master Servicer of such deposit, shall
release to the Originator the related Mortgage File and shall request the
Trustee to (and the Trustee shall) execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the Originator shall
furnish to it and as shall be necessary to vest in the Originator any Mortgage
Loan released pursuant hereto, and neither the Trust Administrator nor the
Trustee shall have any further responsibility with regard to such Mortgage File.
In lieu of repurchasing any such Mortgage Loan as provided above, if so provided
in the Mortgage Loan Purchase Agreement, the Originator may cause such Mortgage
Loan to be removed from REMIC I (in which case it shall become a Deleted
Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in
the manner and subject to the limitations set forth in Section 2.03(c). It is
understood and agreed that the obligation of the Originator to cure or to
repurchase (or to substitute for) any Mortgage Loan as to which a document is
missing, a material defect in a document exists or as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
omission, defect or breach available to the Trustee on behalf of the
Certificateholders.

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

               (ii) Notwithstanding the provisions of Section 2.03(b)(i) above,

               (A) on the later of (x) the Master Servicer Remittance Date next
        following the earlier of discovery by the Master Servicer or receipt of
        notice by the Master Servicer of the breach of the representation made
        by the Master Servicer in Section 2.05(vii), which breach


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        materially and adversely affects the interests of the Holders of the
        Class P Certificates to any Prepayment Charge and (y) the Master
        Servicer Remittance Date next following the Prepayment Period relating
        to such a breach, the Master Servicer shall deposit into the Collection
        Account the amount of the scheduled Prepayment Charge, less any amount
        collected and deposited by the Master Servicer into the Collection
        Account in respect of such Prepayment Charge; and

               (B) on the later of (x) the Master Servicer Remittance Date next
        following the earlier of discovery by the Master Servicer or receipt of
        notice by the Master Servicer of the breach of the covenant made by the
        Master Servicer in Section 2.05(viii), which breach materially and
        adversely affects the interests of the Holders of the Class P
        Certificates to any Prepayment Charge and (y) the Master Servicer
        Remittance Date next following the Prepayment Period relating to such a
        breach, the Master Servicer shall deposit into the Collection Account,
        as a Master Servicer Prepayment Charge Payment Amount, the amount of the
        waived Prepayment Charge, but only to the extent required under Section
        2.03(b)(iii) below.

               (iii)   If with respect to any Prepayment Period,

               (A) the dollar amount of Prepayment Charges that are the subject
        of breaches by the Master Servicer of the covenant made by the Master
        Servicer in Section 2.05(viii), which breaches materially and adversely
        affects the interests of the Holders of the Class P Certificates to such
        Prepayment Charges, exceeds

               (B) 5% of the total the dollar amount of Prepayment Charges
        payable by Mortgagors in connection with Principal Prepayments on the
        related Mortgage Loans that occurred during such Prepayment Period,

then the amount required to be paid by the Master Servicer pursuant to Section
2.03(b)(ii)(B) above shall be limited to an amount, that when added to the
amount of Prepayment Charges actually collected by the Master Servicer in
respect of Prepayment Charges relating to Principal Prepayments on the related
Mortgage Loans that occurred during such Prepayment Period, will yield a sum
equal to 95% of the total the dollar amount of Prepayment Charges (exclusive of
(A) Prepayment Charges not enforced or collected upon because (i) the
enforceability thereof shall have been limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors' rights
generally or (ii) the collectability thereof shall have been limited due to
acceleration in connection with a foreclosure or other involuntary payment and
(B) Prepayment Charges waived by the Master Servicer where such waiver does not
breach the covenant set forth in Section 2.05(viii)) payable by Mortgagors in
connection with Principal Prepayments on the related Mortgage Loans that
occurred during such Prepayment Period.

               (c) Any substitution of Qualified Substitute Mortgage Loans for
Deleted Mortgage Loans made pursuant to Section 2.03(a), in the case of the
Originator, or Section 2.03(b), in the case of the Depositor, must be effected
prior to the date which is two years after the Startup Day for REMIC I.



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               As to any Deleted Mortgage Loan for which the Originator or the
Depositor substitutes a Qualified Substitute Mortgage Loan or Loans, such
substitution shall be effected by the Originator or the Depositor, as the case
may be, delivering to the Trust Administrator (or a Custodian on behalf of the
Trustee), for such Qualified 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 Qualified
Substitute Mortgage Loan satisfies the definition thereof and specifying the
Substitution Shortfall Amount (as described below), if any, in connection with
such substitution. The Trust Administrator (or a Custodian on behalf of the
Trustee) shall acknowledge receipt for such Qualified Substitute Mortgage Loan
or Loans and, within ten Business Days thereafter, review such documents as
specified in Section 2.02 and deliver to the Depositor, the NIMS Insurer, the
Trustee and the Master Servicer, with respect to such Qualified Substitute
Mortgage Loan or Loans, a certification substantially in the form attached
hereto as Exhibit C-1, with any applicable exceptions noted thereon. Within one
year of the date of substitution, the Trust Administrator shall deliver to the
Depositor, the NIMS Insurer, the Trustee and the Master Servicer a certification
substantially in the form of Exhibit C-2 hereto with respect to such Qualified
Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.
Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the
month of substitution are not part of REMIC I and will be retained by the
Depositor or the Originator, as the case may be. For the month of substitution,
distributions to Certificateholders will reflect the Monthly Payment due on such
Deleted Mortgage Loan on or before the Due Date in the month of substitution,
and the Depositor or the Originator, as the case may be, shall thereafter be
entitled to retain all amounts subsequently received in respect of such Deleted
Mortgage Loan. The Depositor shall give or cause to be given written notice to
the Certificateholders and the NIMS Insurer that such substitution has taken
place, shall amend the Mortgage Loan Schedule to reflect the removal of such
Deleted Mortgage Loan from the terms of this Agreement and the substitution of
the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such
amended Mortgage Loan Schedule to the Trustee, the Trust Administrator and the
NIMS Insurer. Upon such substitution, such Qualified Substitute Mortgage Loan or
Loans shall constitute part of the Mortgage Pool and shall be subject in all
respects to the terms of this Agreement and, in the case of a substitution
effected by the Originator, the Mortgage Loan Purchase Agreement, including all
applicable representations and warranties thereof.

               For any month in which the Depositor or the Originator
substitutes one or more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Master Servicer will determine the amount (the
"Substitution Shortfall Amount"), if any, by which the aggregate Purchase Price
of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such
Qualified Substitute Mortgage Loan, the Scheduled Principal Balance thereof as
of the date of substitution, together with one month's interest on such
Scheduled Principal Balance at the applicable Net Mortgage Rate. On the date of
such substitution, the Depositor or the Originator, as the case may be, will
deliver or cause to be delivered to the Master Servicer for deposit in the
Collection Account an amount equal to the Substitution Shortfall Amount, if any,
and the Trust Administrator, upon receipt of the related Qualified Substitute
Mortgage Loan or Loans and certification by the Master Servicer of such deposit,
shall release to the Depositor or the Originator, as the case may be, the
related Mortgage File or Files and shall request the Trustee to (and the Trustee
shall) execute and deliver such instruments of transfer or assignment, in each
case without


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recourse, as the Depositor or the Originator, as the case may be, shall deliver
to it and as shall be necessary to vest therein any Deleted Mortgage Loan
released pursuant hereto.

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

               (d) Upon discovery by the Depositor, the NIMS Insurer, the
Originator, the Master Servicer, the Trust Administrator or the Trustee that any
Mortgage Loan does not constitute a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code, the party discovering such fact shall within two
Business Days give written notice thereof to the other parties. In connection
therewith, the Originator or the Depositor shall repurchase or, subject to the
limitations set forth in Section 2.03(c), substitute one or more Qualified
Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the
earlier of discovery or receipt of such notice with respect to such affected
Mortgage Loan. Such repurchase or substitution shall be made by the Originator.
Any such repurchase or substitution shall be made in the same manner as set
forth in Section 2.03(a). The Trustee shall reconvey to the Depositor or the
Originator, as the case may be, the Mortgage Loan to be released pursuant hereto
in the same manner, and on the same terms and conditions, as it would a Mortgage
Loan repurchased for breach of a representation or warranty.

               SECTION 2.04.          [Reserved].

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

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

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

               (ii) The Master Servicer has the full corporate power and
        authority to service each Mortgage Loan, and to execute, deliver and
        perform, and to enter into and consummate the transactions contemplated
        by this Agreement and has duly authorized by all necessary


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        corporate action on the part of the Master Servicer the execution,
        delivery and performance of this Agreement; and this Agreement, assuming
        the due authorization, execution and delivery thereof by the Depositor,
        the Trust Administrator and the Trustee, constitutes a legal, valid and
        binding obligation of the Master Servicer, enforceable against the
        Master Servicer in accordance with its terms, except to the extent that
        (a) the enforceability thereof may be limited by bankruptcy, insolvency,
        moratorium, receivership and other similar laws relating to creditors'
        rights generally and (b) the remedy of specific performance and
        injunctive and other forms of equitable relief may be subject to the
        equitable defenses and to the discretion of the court before which any
        proceeding therefor may be brought;

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

               (iv) The Master Servicer is an approved seller/servicer for
        Fannie Mae or Freddie Mac in good standing and is a HUD approved
        mortgagee pursuant to Section 203 and Section 211 of the National
        Housing Act;

               (v) Except as disclosed in the Prospectus Supplement, no
        litigation is pending against the Master Servicer that would materially
        and adversely affect the execution, delivery or enforceability of this
        Agreement or the ability of the Master Servicer to service the Mortgage
        Loans or to perform any of its other obligations hereunder in accordance
        with the terms hereof;

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

               (vii) The information set forth in the Prepayment Charge Schedule
        attached hereto as Schedule 2 (including the prepayment charge summary
        attached thereto) is complete, true


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        and correct in all material respects at the date or dates respecting
        which such information is furnished and each Prepayment Charge is
        permissible and enforceable in accordance with its terms (except to the
        extent that (i) the enforceability thereof may be limited by bankruptcy,
        insolvency, moratorium, receivership and other similar laws relating to
        creditors' rights generally and (ii) the collectability thereof may be
        limited due to acceleration in connection with a foreclosure or other
        involuntary payment;

               (viii) The Master Servicer will not waive any Prepayment Charge
        or part of a Prepayment Charge unless, (i) the enforceability thereof
        shall have been limited by bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors' rights
        generally or (ii) the collectability thereof shall have been limited due
        to acceleration in connection with a foreclosure or other involuntary
        payment or (iii) in the Master Servicer's reasonable judgment as
        described in Section 3.01 hereof, (x) such waiver relates to a default
        or a reasonably foreseeable default, (y) such waiver would maximize
        recovery of total proceeds taking into account the value of such
        Prepayment Charge and related Mortgage Loan and (z) doing so is standard
        and customary in servicing similar Mortgage Loans (including any waiver
        of a Prepayment Charge in connection with a refinancing of a Mortgage
        Loan that is related to a default or a reasonably foreseeable default).
        In no event will the Master Servicer waive a Prepayment Charge in
        connection with a refinancing of a Mortgage Loan that is not related to
        a default or a reasonably foreseeable default;

               (ix)    The information set forth in the "monthly tape" provided
        to the Trustee or any of its affiliates is true and correct in all
        material respects; and

               (x) With respect to each Mortgage Loan, the Assignment is in
        recordable form; (except that the name of the assignee and the recording
        information with respect to such Mortgage Loan is blank) and each
        Mortgage Loan was originated in the name of the Master Servicer or an
        affiliate thereof.

               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 Trust Administrator or to a Custodian, as the case may be,
and shall inure to the benefit of the Trust Administrator, the Trustee, the
Depositor and the Certificateholders. Upon discovery by any of the Depositor,
the NIMS Insurer, the Master Servicer, the Trust 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 NIMS Insurer, the Trust
Administrator and the Trustee. Subject to Section 7.01, the obligation of the
Master Servicer set forth in Section 2.03(b) to cure breaches (or in the case of
the representations, warranties and covenants set forth in Section 2.05(vii) and
Section 2.05(viii) above, to otherwise remedy such breaches pursuant to Section
2.03(b)) shall constitute the sole remedies against the Master Servicer
available to the Certificateholders, the Depositor, the Trust Administrator or
the Trustee on behalf of the Certificateholders respecting a breach of the
representations, warranties and covenants contained in this Section 2.05. The
preceding sentence shall not, however, limit any remedies available to the
Certificateholders, the Depositor, the Trust Administrator or the Trustee on
behalf of the Certificateholders (other than in


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the case of the representations, warranties and covenants set forth in Section
2.05(vii) and Section 2.05(viii) above) pursuant to the Mortgage Loan Purchase
Agreement signed by the Master Servicer in its capacity as Originator,
respecting a breach of the representations, warranties and covenants of the
Master Servicer in its capacity as Originator contained in such Mortgage Loan
Purchase Agreement.

               SECTION 2.06.          Issuance of the REMIC I Regular Interests
                                      and the Class R-I Interest.

               The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to it or the Trust Administrator of the Mortgage Files,
subject to the provisions of Section 2.01 and Section 2.02, together with the
assignment to it of all other assets included in REMIC I, the receipt of which
is hereby acknowledged. Concurrently with such assignment and delivery and in
exchange therefor, the Trustee or the Trust Administrator, pursuant to the
written request of the Depositor executed by an officer of the Depositor, has
executed, authenticated and delivered to or upon the order of the Depositor, the
Class R-I Interest in authorized denominations. The interests evidenced by the
Class R-I Interest, together with the REMIC I Regular Interests, constitute the
entire beneficial ownership interest in REMIC I. The rights of the Class R-I
Certificateholders and REMIC II (as holder of the REMIC I Regular Interests) to
receive distributions from the proceeds of REMIC I in respect of the Class R-I
Interest and the REMIC I Regular Interests, respectively, and all ownership
interests evidenced or constituted by the Class R-I Interest and the REMIC I
Regular Interests, shall be as set forth in this Agreement.

               SECTION 2.07. Conveyance of the REMIC I Regular Interests;
                             Acceptance of REMIC II by the Trustee.

               The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee, without recourse all the right, title and interest of the Depositor in
and to the REMIC I Regular Interests for the benefit of the Class R
Certificateholders (as holder of the Class R-I Interest and Class R-II Interest)
and REMIC II (as holder of the REMIC I Regular Interest). The Trustee
acknowledges receipt of the REMIC I Regular Interests and declares that it holds
and will hold the same in trust for the exclusive use and benefit of all present
and future Class R Certificateholders (as holder of the Class R-I Interest and
Class R-II Interest) and REMIC II (as holder of the REMIC I Regular Interests).
The rights of the Class R Certificateholders (as holder of the Class R-I
Interest and Class R-II Interest) and REMIC II (as holder of the REMIC I Regular
Interest) to receive distributions from the proceeds of REMIC II in respect of
the Class R-II Interest and REMIC II Regular Interests, respectively, and all
ownership interests evidenced or constituted by the Class R-II Interest and the
REMIC I Regular Interests, shall be as set forth in this Agreement.

               SECTION 2.08. Conveyance of the REMIC II Regular Interests;
                             Acceptance of REMIC III by the Trustee.

               The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee, without recourse all the right, title and interest of the Depositor in
and to the REMIC II Regular Interests for the benefit of the Class R-


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Certificateholders and REMIC III (as holder of the REMIC II Regular Interests).
The Trustee acknowledges receipt of the REMIC II Regular Interests and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of all present and future Class R Certificateholders and REMIC III (as holder of
the REMIC II Regular Interests). The rights of the Class R Certificateholders
and REMIC III (as holder of the REMIC II Regular Interests) to receive
distributions from the proceeds of REMIC III in respect of the Class R
Certificates and REMIC III Certificates, respectively, and all ownership
interests evidenced or constituted by the Class R Certificates and the REMIC III
Certificates, shall be as set forth in this Agreement.

               SECTION 2.09.       Issuance of Class R Certificates.

               The Trustee acknowledges the assignment to it of the REMIC II
Regular Interests and, concurrently therewith and in exchange therefor, pursuant
to the written request of the Depositor executed by an officer of the Depositor,
the Trustee or the Trust Administrator has executed, authenticated and delivered
to or upon the order of the Depositor, the Class R Certificates in authorized
denominations. The interests evidenced by the Class R Certificates, together
with the REMIC III Certificates, constitute the entire beneficial ownership
interest in REMIC III.

               SECTION 2.10.      Conveyance of the Subsequent Mortgage Loans.

               (a) Subject to the conditions set forth in paragraph (b) below,
in consideration of the Trust Administrator's delivery on the Subsequent
Transfer Dates to or upon the order of the Depositor of all or a portion of the
balance of funds in the Pre-Funding Accounts, the Depositor shall on any
Subsequent Transfer Date sell, transfer, assign, set over and convey without
recourse to the Trustee for the benefit of the Trust Fund but subject to the
other terms and provisions of this Agreement all of the right, title and
interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified
on the Mortgage Loan Schedule attached to the related Subsequent Transfer
Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii)
principal due and interest accruing on the Subsequent Mortgage Loans after the
related Subsequent Cut-off Date and (iii) all items with respect to such
Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other
items in the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor
reserves and retains all right, title and interest in and to principal due and
interest accruing on the Subsequent Mortgage Loans prior to the related
Subsequent Cut-off Date. The transfer to the Trustee and delivery to the Trust
Administrator for deposit in the Mortgage Pool by the Depositor of the
Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to
the related Subsequent Transfer Agreement shall be absolute and is intended by
the Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
Certificateholders to constitute and to be treated as a sale of the Subsequent
Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for
each Subsequent Mortgage Loan shall be delivered to the Trust Administrator or
the Custodian at least three Business Days prior to the related Subsequent
Transfer Date.

               The purchase price paid by the Trust Administrator from amounts
released from the Group I Pre-Funding Account or the Group II Pre-Funding
Account, as applicable, shall be one- hundred percent (100%) of the aggregate
Stated Principal Balance of the Subsequent Mortgage Loans so transferred (as
identified on the Mortgage Loan Schedule provided by the Depositor). This


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Agreement shall constitute a fixed-price purchase contract in accordance with
Section 860G(a)(3)(A)(ii) of the Code.

               (b) The Depositor shall transfer to the Trustee and deliver to
the Trust Administrator for deposit in the Trust the Subsequent Mortgage Loans
and the other property and rights related thereto as described in paragraph (a)
above, and the Trust Administrator shall release funds from the Group I
Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only
upon the satisfaction of each of the following conditions on or prior to the
related Subsequent Transfer Date:

               (i) the Depositor shall have provided the Trust Administrator and
        the NIMS Insurer with a timely Addition Notice;

               (ii) the Depositor shall have delivered to the Trust
        Administrator and the NIMS Insurer a duly executed Subsequent Transfer
        Instrument, which shall include a Mortgage Loan Schedule listing the
        Subsequent Mortgage Loans, and the Master Servicer, in its capacity as
        Originator, shall have delivered a computer file containing such
        Mortgage Loan Schedule to the Trust Administrator and each Rating Agency
        at least three Business Days prior to the related Subsequent Transfer
        Date;

               (iii) as of each Subsequent Transfer Date, as evidenced by
        delivery of the Subsequent Transfer Instrument, substantially in the
        form of Exhibit I, the Depositor shall not be insolvent nor shall it
        have been rendered insolvent by such transfer nor shall it be aware of
        any pending insolvency;

               (iv) such sale and transfer shall not result in a material
        adverse tax consequence to the Trust Fund or the Certificateholders;

               (v) the Funding Period shall not have terminated;

               (vi) the Depositor shall not have selected the Subsequent
        Mortgage Loans in a manner that it believed to be adverse to the
        interests of the Certificateholders;

               (vii) the Depositor shall have delivered to the Trust
        Administrator and the NIMS Insurer a Subsequent Transfer Instrument
        confirming the satisfaction of the conditions precedent specified in
        this Section 2.10 and, pursuant to the Subsequent Transfer Instrument,
        assigned to the Trustee without recourse for the benefit of the
        Certificateholders all the right, title and interest of the Depositor,
        in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the
        extent of the Subsequent Mortgage Loans;

               (viii) the Depositor shall have delivered to the Trust
        Administrator and the NIMS Insurer a letter from an Independent
        accountant (with copies provided to each Rating Agency) stating that the
        characteristics of the Subsequent Mortgage Loans conform to the
        characteristics set forth in paragraphs (c) and (d) below;



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               (ix) the Depositor shall have delivered to the Trust
        Administrator and the NIMS Insurer an Opinion of Counsel addressed to
        the Trustee, the Trust Administrator and the Rating Agencies with
        respect to the transfer of the Subsequent Mortgage Loans substantially
        in the form of the Opinion of Counsel delivered to the Trustee on the
        Closing Date regarding the true sale of the Subsequent Mortgage Loans;
        and

               (x) the Depositor shall have delivered to the Trust Administrator
        the consent of the NIMS Insurer to the transfer of such Subsequent
        Mortgage Loans.

               (c) The obligation of the Trust Fund to purchase a Subsequent
Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of
the conditions set forth in paragraph (d) below and the accuracy of the
following representations and warranties with respect to such Subsequent
Mortgage Loan determined as of the related Subsequent Cut-off Date: (i) the
Subsequent Mortgage Loan may not be 30 or more days delinquent as of the related
Subsequent Cut-off Date; (ii) the term to stated maturity of the Subsequent
Mortgage Loan will not be less than 175 months and will not exceed 360 months
from its first payment date; (iii) the Subsequent Mortgage Loan may not provide
for negative amortization; (iv) the Subsequent Mortgage Loan will not have a
Loan-to-Value Ratio greater than 95.00%; (v) the Subsequent Mortgage Loans will
have, as of the Subsequent Cut-off Date, a weighted average term since
origination not in excess of 3 months; (vi) no Subsequent Mortgage Loan shall
have a Mortgage Rate less than 6.00% or greater than 14.99%; (vii) the
Subsequent Mortgage Loan shall have been serviced by the Master Servicer since
origination or purchased by the Originator in accordance with its underwriting
guidelines; (viii) the Subsequent Mortgage Loan must have a first payment date
occurring on or before May 2002 and (ix) the Subsequent Mortgage Loan shall have
been be underwritten in accordance with the criteria set forth under the section
"The Mortgage Pool--Underwriting Standards; Representations" in the Prospectus
Supplement.

               (d) Following the purchase of the Subsequent Mortgage Loans by
the Trust Fund for deposit in Loan Group I, the Group I Mortgage Loans
(including the related Subsequent Mortgage Loans) will, as of the related
Subsequent Cut-off Date: (i) have a weighted average original term to stated
maturity of not more than 360 months from the first payment date thereon; (ii)
have a weighted average Mortgage Rate of not less than 7.85% and not more than
8.00%, by aggregate principal balance of the Mortgage Loans; (iii) have a
weighted average Loan-to-Value Ratio of not more than 77.64% and (iv) have no
Mortgage Loan with a principal balance in excess of $576,000, in each case, as
applicable, by aggregate principal balance of the Group I Mortgage Loans as of
the related Subsequent Cut-off Date.

               Following the purchase of the Subsequent Mortgage Loans by the
Trust Fund for deposit in Loan Group II, the Group II Mortgage Loans (including
the related Subsequent Mortgage Loans) will, as of the related Subsequent
Cut-off Date: (i) have a weighted average original term to stated maturity of
not more than 360 months from the first payment date thereon; (ii) have a
weighted average Mortgage Rate of not less than 9.22% and not more than 9.40%,
by aggregate principal balance of the Mortgage Loans; (iii) have a weighted
average Loan-to-Value Ratio of not more than 78.48%; (iv) have no Mortgage Loan
with a principal balance in excess of $570,000 and (v) have a weighted average
Gross Margin of not less than 6.35%, in each case, as applicable, by


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aggregate principal balance of the Group II Mortgage Loans as of the related
Subsequent Cut-off Date.

               (e) Notwithstanding the foregoing, any Subsequent Mortgage Loan
may be rejected by the NIMS Insurer or each Rating Agency if the inclusion of
any such Subsequent Mortgage Loan would adversely affect the ratings of any
class of Certificates. At least one Business Day prior to the related Subsequent
Transfer Date, the Depositor shall obtain confirmation from each Rating Agency
which Subsequent Mortgage Loans, if any, shall not be included in the transfer
on the related Subsequent Transfer Date and deliver such confirmation to the
Trust Administrator and the Master Servicer; provided, however, that the Master
Servicer, in its capacity as Originator, shall have delivered to each Rating
Agency at least three Business Days prior to such Subsequent Transfer Date a
computer file reasonably acceptable to each Rating Agency describing the
characteristics specified in paragraphs (c) and (d) above.




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                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

               SECTION 3.01.          Master Servicer to Act as Master Servicer.

               The Master Servicer shall service and administer the Mortgage
Loans on behalf of the Trustee and in the best interests of and for the benefit
of the Certificateholders (as determined by the Master Servicer in its
reasonable judgment) in accordance with (i) the terms of the respective Mortgage
Loans and any insurance policies related thereto, (ii) all Applicable
Regulations, (iii) the terms of this Agreement, (iv) the Loss Mitigation Action
Plan, if applicable, and (v) to the extent consistent with the preceding
requirements, in the same manner in which it services and administers similar
mortgage loans for its own portfolio, giving due consideration to customary and
usual standards of practice of prudent mortgage lenders and loan servicers
administering similar mortgage loans but without regard to:

               (i) any relationship that the Master Servicer, any Sub-Servicer
        or any Affiliate of the Master Servicer or any Sub-Servicer may have
        with the related Mortgagor;

               (ii) the ownership of any Certificate by the Master Servicer or
        any Affiliate of the Master Servicer;

               (iii) the Master Servicer's obligation to make Advances or
        Servicing Advances; or

               (iv) the Master Servicer's or any Sub-Servicer's right to receive
        compensation for its services hereunder or with respect to any
        particular transaction (the "Servicing Standard")..

               Subject only to the above-described servicing standards and the
terms of this Agreement and of the respective Mortgage Loans, the Master
Servicer shall have full power and authority, acting alone or through
Sub-Servicers as provided in Section 6.06, to do or cause to be done any and all
things in connection with such servicing and administration which it may deem
necessary or desirable. Without limiting the generality of the foregoing, the
Master Servicer in its own name or in the name of a Sub-Servicer is hereby
authorized and empowered by the Trustee, in accordance with the servicing
standards set forth above, (i) to execute and deliver, on behalf of the
Certificateholders, the Trustee and the Trust Administrator, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, or of forbearance, or of modification and all other comparable
instruments, with respect to the Mortgage Loans and the Mortgaged Properties,
(ii) to institute foreclosure proceedings or obtain a deed-in-lieu of
foreclosure to convert the ownership of such properties, and to hold or cause to
be held title to such properties, in the name of the Trust Fund, on behalf of
the Trustee, the Trust Administrator and the Certificateholders, (iii) to
market, sell and transfer title of REO Properties held in the name of the Trust
Fund to third party purchasers upon terms and conditions the Master Servicer
deems reasonable under the Servicing Standard, (4) to bring or respond to civil
actions or complaints (in its own name or that of the Trust


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Fund or the Trustee on behalf of the Trust Fund) related to any Mortgage Loan,
Mortgaged Property or REO Property held by the Trust Fund and (5) execute any
other document necessary or appropriate to enable the Master Servicer to carry
out its servicing and administrative duties hereunder consistent with the
Servicing Standard.

               At the written request of the Master Servicer, the Trust
Administrator (on behalf of the Trustee) shall execute and furnish to the Master
Servicer such documents as are necessary or appropriate to enable the Master
Servicer to carry out its servicing and administrative duties hereunder. By
execution of this Agreement, the Trustee, on behalf of the Trust Fund, hereby
grants to the Master Servicer a power of attorney to execute any and all
documents necessary to carry out any and all servicing duties described in this
Agreement (including the taking of and transferring title of REO Properties to
third parties held in the name of the Trustee for the benefit of the Trust) and
expressly confirms that this paragraph along with the face page and a copy of
the signature page (duly executed) to this Agreement shall constitute the power
of attorney for evidentiary and/or recording purposes. Neither the Trustee nor
the Trust Administrator shall be liable for the actions of the Master Servicer
or any Sub-Servicers under such powers of attorney.

               Subject to Section 3.04(d) hereof, in accordance with the
Servicing Standard, the Master Servicer shall advance or cause to be advanced
funds as necessary for the purpose of effecting the timely payment of taxes and
assessments on the Mortgaged Properties, which advances shall be Servicing
Advances reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.04(d), and further as provided in Section
3.05(a). Any cost incurred by the Master Servicer or by Sub-Servicers in
effecting the timely payment of taxes and assessments on a Mortgaged Property
shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit.

               Consistent with the terms of this Agreement, the Master 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 such waiver, modification, postponement or
indulgence is in conformity with the Servicing Standard; PROVIDED, HOWEVER,
that:

               (A) the Master Servicer, shall not make future advances (except
        as provided in Section 4.03);

               (B) the Master Servicer shall not permit any modification with
        respect to any Mortgage Loan that would change the Mortgage Rate, defer
        or forgive the payment of any principal or interest payments, reduce the
        outstanding principal balance (except for reductions resulting from
        actual payments of principal) or extend the final maturity date on such
        Mortgage Loan (unless as provided in Section 3.02, (i) the Mortgagor is
        in default with respect to the Mortgage Loan or (ii) such default is, in
        the judgment of the Master Servicer, reasonably foreseeable); and

               (C) the Master Servicer shall not consent to (i) partial releases
        of Mortgages, (ii) alterations, (iii) removal, demolition or division of
        properties subject to Mortgages, (iv) modification or (v) second
        mortgage subordination agreements with respect to any Mortgage


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<PAGE>



        Loan that would: (i) affect adversely the status of any Trust REMIC as a
        REMIC,(ii) cause any Trust REMIC to be subject to a tax on "prohibited
        transactions" or "contributions" pursuant to the REMIC Provisions, or
        (iii) both (x) effect an exchange or reissuance of such Mortgage Loan
        under Section 1001 of the Code (or Treasury regulations promulgated
        thereunder) and (y) cause any Trust 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.

               To the extent consistent with the terms of this Agreement,
including Section 2.03 and Section 2.05, the Master Servicer may waive (or
permit a Sub-Servicer to waive) a Prepayment Charge only under the following
circumstances: (i) such waiver is standard and customary in servicing similar
Mortgage Loans and (ii) such waiver relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Master
Servicer, maximize recovery of total proceeds taking into account the value of
such Prepayment Charge and the related Mortgage Loan.

               The Master Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release the Master
Servicer from the responsibilities or liabilities arising under this Agreement.
All references to Master Servicer in this Agreement shall be deemed to include
any Sub-Servicer duly appointed by the Master Servicer pursuant to this
Agreement.

               SECTION 3.02. Collection of Certain Mortgage Loan Payments.

               The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any applicable insurance policies, follow such
collection procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Consistent with
the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or, if applicable, penalty interest, or (ii) extend the due dates
for the Monthly Payments due on a Mortgage Note for a period of not greater than
180 days; provided that any extension pursuant to clause (ii) above shall not
affect the amortization schedule of any Mortgage Loan for purposes of any
computation hereunder. The NIMS Insurer's prior written consent shall be
required for any modification, waiver or amendment if the amendment if the
aggregate number of outstanding Mortgage Loans which have been modified, waived
or amended exceeds 5% of the number of Mortgage Loans as of the Cut-off Date and
any Subsequent Cut-off Date. In the event of any such arrangement pursuant to
clause (ii) above, the Master Servicer shall make timely advances on such
Mortgage Loan during such extension pursuant to Section 4.03 and in accordance
with the amortization schedule of such Mortgage Loan without modification
thereof by reason of such arrangements.

               Notwithstanding the foregoing, in the event that any Mortgage
Loan is in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable, the Master Servicer, consistent with the Servicing
Standard, may also waive, modify or vary any term of such Mortgage Loan
(including modifications that would change the Mortgage Rate, forgive the
payment of principal or interest or extend the final maturity date of such
Mortgage Loan), accept payment from the related Mortgagor of an amount less than
the Stated Principal Balance in final satisfaction of such


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Mortgage Loan, or consent to the postponement of strict compliance with any such
term or otherwise grant indulgence to any Mortgagor (any and all such waivers,
modifications, variances, forgiveness of principal or interest, postponements,
or indulgences collectively referred to herein as "forbearance"), PROVIDED,
HOWEVER, that in determining which course of action permitted by this sentence
it shall pursue, the Master Servicer shall adhere to the Loss Mitigation Action
Plan. The Master Servicer's analysis supporting any forbearance and the
conclusion that any forbearance meets the standards of Section 3.01 and the Loss
Mitigation Action Plan shall be reflected in writing in the Mortgage File.

               In the event that a shortfall in any collection on or liability
with respect to any Mortgage Loan results from or is attributable to adjustments
to Mortgage Rates, Monthly Payments or Stated Principal Balances that were made
by the Master Servicer in a manner not consistent with the terms of the related
Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt
of notice thereof, immediately shall deliver to the Trust Administrator for
deposit in the Distribution Account from its own funds the amount of any such
shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the
Trust Administrator, the Depositor and any successor master servicer in respect
of any such liability. Such indemnities shall survive the termination or
discharge of this Agreement.

               SECTION 3.03.          [Reserved].

               SECTION 3.04.          Collection Account, Escrow Account and
                                      Distribution Account.

               (a) COLLECTION ACCOUNT. On behalf of the Trust Fund, the Master
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 in the name of the Trustee one or more
accounts (such account or accounts, the "Collection Account") in accordance with
this Section 3.04, held in trust for the benefit of the Trustee, the Trust
Administrator and the Certificateholders.

               (b) DEPOSITS TO THE COLLECTION ACCOUNT. On behalf of the Trust
Fund, the Master Servicer shall deposit or cause to be deposited in the clearing
account (which account must be an Eligible Account) in which it customarily
deposits payments and collections on mortgage loans in connection with its
mortgage loan servicing activities on a daily basis, and in no event more than
one Business Day after the Master Servicer's receipt thereof, and shall
thereafter deposit in the Collection Account, in no event more than two Business
Days after the deposit of such funds into the clearing account, as and when
received or as otherwise required hereunder, and retain therein, the following
payments and collections received or made by it subsequent to the Cut-off Date
with respect to the Initial Mortgage Loans, or the related Subsequent Cut-off
Date with respect to the Subsequent Mortgage Loans, or payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a Due Period subsequent thereto:

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



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               (ii) all payments on account of interest on the Mortgage Loans
        and REO Properties adjusted to the Net Mortgage Rate;

               (iii) all Insurance Proceeds and Liquidation Proceeds (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 Servicing Standard) and any amounts received in
        respect of the rental of any REO Property prior to REO Disposition;

               (iv) all proceeds related to the purchase, substitution or
        repurchase of any Mortgage Loan or REO Property in accordance with
        Section 2.03;

               (v) any amounts required to be deposited by the Master Servicer
        pursuant to Section 3.09 in connection with the deductible clause in any
        blanket hazard insurance policy, such deposit being made from the Master
        Servicer's own funds, without reimbursement therefor;

               (vi) any amounts required to be deposited by the Master Servicer
        pursuant to Section 3.06 in connection with any losses realized on
        Permitted Investments with respect to funds held in the Collection
        Account;

               (vii) all amounts required to be deposited in connection with
        shortfalls in principal amount of Qualified Substitute Mortgage Loans
        pursuant to Section 2.03 (for purposes of this clause (vii), the Cut-off
        Date with respect to any Qualified Substitute Mortgage Loan shall be
        deemed to be the date of substitution); and

               (viii) all Prepayment Charges collected by the Master Servicer,
        all Prepayment Charges payable by the Master Servicer pursuant to
        Section 2.03(e)(ii)(A) and all Master Servicer Prepayment Charge Payment
        Amounts payable by the Master Servicer pursuant to Section
        2.03(e)(ii)(B) as limited by Section 2.03(e)(iii).

               The foregoing requirements for deposit to 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,
assumption fees, insufficient fund charges, modification fees and other
ancillary fees (but not Prepayment Charges) need not be deposited by the Master
Servicer in the Collection Account and shall upon collection, belong to the
Master Servicer as additional compensation for its servicing activities. In the
event the Master 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.

               (c) ESCROW ACCOUNT. The Master 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 in the name of the Trustee one or more accounts
(such account or accounts, the "Escrow Account") held in trust for the benefit
of the Certificateholders, the Trustee and the Trust Administrator.



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               (d) DEPOSITS TO THE ESCROW ACCOUNT. The Master Servicer shall
deposit or cause to be deposited in the clearing account (which account must be
an Eligible Account) in which it customarily deposits payments and collections
on mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Master
Servicer's receipt thereof, and shall thereafter deposit in the Escrow Account,
in no event more than two Business Days after the deposit of such funds into the
clearing account, as and when received or as otherwise required hereunder, 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.

               (e) DISTRIBUTION ACCOUNT. On behalf of the Trust Fund, the Trust
Administrator shall segregate and hold all funds collected and received pursuant
to this Agreement separate and apart from any of its own funds and general
assets and shall establish and maintain in the name of the Trust Fund one or
more segregated accounts (such account or accounts, the "Distribution Account"),
held in trust for the benefit of the Certificateholders.

               (f) TRUST ADMINISTRATOR DEPOSITS TO THE DISTRIBUTION ACCOUNT.
Upon receipt, the Trust Administrator shall deposit or cause to be deposited
into the Distribution Account all payments of any nature received from the
Master Servicer in accordance with this Agreement. The Trust Administrator shall
deposit in the Distribution Account any amounts required to be deposited
pursuant to Section 3.06 in connection with losses realized on Permitted
Investments with respect to funds held in the Distribution Account. Furthermore,
promptly upon receipt of any Stayed Funds, whether from the Master Servicer, a
trustee in bankruptcy, or federal bankruptcy court or other source, the Trust
Administrator shall deposit such funds in the Distribution Account, subject to
withdrawal thereof pursuant to Section 7.02(b) or as otherwise permitted
hereunder.

               (g) MASTER SERVICER TRANSFER OF FUNDS TO THE DISTRIBUTION
ACCOUNT. On behalf of the Trust Fund, the Master Servicer shall deliver to the
Trust Administrator in immediately available funds for deposit in the
Distribution Account by 3:00 p.m. (New York time) on the Master Servicer
Remittance Date, (i) that portion of Available Funds (calculated without regard
to the references in clause (2) of the definition thereof to amounts that may be
withdrawn from the Distribution Account) for the related Distribution Date then
on deposit in the Collection Account, (ii) the amount of all Prepayment Charges
collected by the Master Servicer, all Prepayment Charges payable by the Master
Servicer pursuant to Section 2.03(e)(ii)(A) and all Master Servicer Prepayment
Charge Payment Amounts payable by the Master Servicer pursuant to Section
2.03(e)(ii)(B), subject to Section 2.03(e)(iii) (in each case to the extent not
related to Principal Prepayments occurring after the related Prepayment Period)
and (iii) any amounts reimbursable to an Advancing Person pursuant to Section
3.23.



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               In addition, the Master Servicer shall deliver to the Trust
Administrator from time to time as required by this Agreement, for deposit and
the Trust Administrator shall so deposit, in the Distribution Account:

               (i) any Advances, as required pursuant to Section 4.03;

               (ii) any amounts required to be deposited pursuant to Section
        3.13 in connection with any REO Property;

               (iii) any amounts to be paid in connection with a purchase of
        Mortgage Loans and REO Properties pursuant to Section 3.13 and Section
        9.01;

               (iv) any Compensating Interest as required pursuant to Section
        4.03(e);

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

               (vi) any amounts required to be paid by the Master Servicer
        pursuant to Section 3.06 in connection with any losses realized on
        Permitted Investments with respect to funds held in the Collection
        Account; and

               (v) any amounts required to be paid to the Trust Administrator or
        the Trustee from the assets of the Trust Fund on deposit in the
        Collection Account pursuant to this Agreement, including but not limited
        to amounts required to be paid to the Trust Administrator or the Trustee
        pursuant to Section 7.02 and Section 8.05.

               Funds held in the Collection Account pursuant to Section 3.04(b)
may at any time may be delivered by the Master Servicer to the Trust
Administrator for deposit into the Distribution Account and for all purposes of
this Agreement shall be deemed to be a part of the Collection Account until the
Business Day prior to the Distribution Date; provided, however, that the Trust
Administrator shall have the sole authority to withdraw any funds held pursuant
to this paragraph. In the event the Master Servicer shall deliver to the Trust
Administrator for deposit in the Distribution Account any amount not required to
be deposited therein, it may at any time request that the Trust Administrator
withdraw such amount from the Distribution Account and remit to it any such
amount, any provision herein to the contrary notwithstanding.

               (h) INVESTMENT OF ACCOUNT FUNDS. Funds in on deposit in the
Collection Account, the Distribution Account, any REO Account and any Escrow
Account may be invested in Permitted Investments in accordance with the
provisions set forth in Section 3.06. Any investment earnings or interest paid
on funds deposited in the Collection Account, any REO Account and any Escrow
Account (subject to Section 3.05(b)) shall accrue to the benefit of the Master
Servicer and the Master Servicer shall be entitled to retain and withdraw such
interest from each such account on a daily basis. Any investment earnings or
interest paid on funds deposited in the Distribution Account, shall accrue to
the benefit of the Trust Administrator and the Trust Administrator shall be
entitled to retain and withdraw such interest from each such account on a daily
basis.



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               Funds on deposit in the Pre-Funding Accounts, the Interest
Coverage Accounts, the Net WAC Rate Reserve Carryover Account and the Initial
Deposit Account may be invested in Permitted Investments in accordance with
Section 3.06 subject to any limitations set forth in Section 4.08 (with respect
to the Pre-Funding Accounts), Section 4.09 (with respect to the Interest
Coverage Accounts), Section 4.10 (with respect to the Net WAC Rate Carryover
Reserve Account) and Section 4.11 (with respect to the Initial Deposit Account)
and any investment earnings or interest paid shall accrue to the benefit of the
party designated in such section.

               (i) CREATION, LOCATION AND SUBSEQUENT TRANSFERS OF ACCOUNTS. Each
account created pursuant to this Agreement must be an Eligible Account. On or
prior to the Closing Date, the Master Servicer, the Trustee and the Trust
Administrator shall give notice, to each other, the NIMS Insurer and the
Depositor of the location of the any account created by it pursuant to this
Agreement. From time to time, the Master Servicer, the Trustee and the Trust
Administrator may each transfer any account created by it to a different
depository institution provided that upon such transfer the written notice is
provided to all other parties listed in the preceding sentence.

               SECTION 3.05.   Permitted Withdrawals From the Collection
                               Account, Escrow Account and Distribution Account.

               (a)     COLLECTION ACCOUNT.  The Master Servicer may, from time
to time, withdraw from the Collection Account for the following purposes or as
described in Section 4.03:

               (i) to remit to the Trust Administrator for deposit in the
        Distribution Account the amounts required to be so remitted pursuant to
        Section 3.04(g) or permitted to be so remitted pursuant to the last
        paragraph of Section 3.04(g);

               (ii) subject to Section 3.12(c), to reimburse itself for (a) any
        unpaid Servicing Fees, (b) any unreimbursed Servicing Advances and (c)
        any unreimbursed Advances, the Master Servicer's right to reimburse
        itself pursuant to this subclause (ii) being limited to any Late
        Collections, Liquidation Proceeds, and Insurance Proceeds received on
        the related Mortgage Loan and any amounts received in respect of the
        rental of the related REO Property prior to an REO Disposition that
        represent payments of principal and/or interest respecting which any
        such advance was made;

               (iii) to reimburse itself for (a) any unpaid Servicing Fees to
        the extent not recoverable under Section 3.05(a)(ii) and (b) any unpaid
        Advances or Servicing Advances that have been deemed Nonrecoverable
        Advances or Nonrecoverable Servicing Advances;

               (iv) to pay to itself any Prepayment Interest Excess;

               (v) to reimburse itself for any amounts paid pursuant to Section
        3.12(b) (and not otherwise previously reimbursed);

               (vi) to pay to itself as servicing compensation any interest
        earned on funds in the Collection Account or the Interest Coverage
        Accounts (other than interest or investment


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        income earned on funds deposited in the related Pre-Funding Account and
        transferred to the related Interest Coverage Account pursuant to Section
        4.08(c)(iv));

               (vii) subject to Section 4.03(b), to reimburse the Master
        Servicer in respect of any unreimbursed Advances to the extent of funds
        held in the Collection Account for future distribution that were not
        included in Available Funds for the preceding Distribution Date;

               (viii) to reimburse the Master Servicer or the Depositor for
        expenses incurred by or reimbursable to the Master Servicer or the
        Depositor, as the case may be, pursuant to Section 6.03;

               (ix) to remit to the Trust Administrator or the Trustee any
        amounts that the Trust Administrator or the Trustee, as applicable, is
        permitted to be paid or reimbursed from the assets of the Trust Fund
        pursuant to the terms of this Agreement, including the terms of Section
        7.02(a) and Section 8.05 of this Agreement,;

               (x) to reimburse the NIMS Insurer, the Master Servicer (if the
        Master Servicer is not an Affiliate of the Seller), the Trust
        Administrator or the Trustee, as the case may be, for enforcement
        expenses reasonably incurred in respect of the breach or defect giving
        rise to the purchase obligation under Section 2.03 of this Agreement
        that were included in the Purchase Price of the Mortgage Loan, including
        any expenses arising out of the enforcement of the purchase obligation;

               (xi) to pay to the Master Servicer, the Depositor or the
        Originator, as the case may be, with respect to each Mortgage Loan that
        has previously been purchased or replaced pursuant to Section 2.03 or
        Section 3.16(a) all amounts received thereon subsequent to the date of
        purchase or substitution, as the case may be;

               (xi) to transfer funds in the Collection Account maintained at a
        particular depository to the Collection Account maintained at a
        different depository, pursuant to Section 3.04(i); and

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

               On each Business Day as of the commencement of which the balance
on deposit in the Collection Account exceeds $75,000 following any withdrawals
pursuant to the next succeeding sentence, the amount of such excess shall be
remitted to the Trust Administrator, but only if the Collection Account
constitutes an Eligible Account solely pursuant to clause (ii) of the definition
of "Eligible Account." If the balance on deposit in the Collection Account
exceeds $75,000 as of the commencement of business on any Business Day and the
Collection Account constitutes an Eligible Account solely pursuant to clause
(ii) of the definition of "Eligible Account," the Master Servicer shall, on or
before 3:00 p.m. New York time on such Business Day, withdraw from the
Collection Account any and all amounts payable or reimbursable to the Depositor,
the Master Servicer, the Trust Administrator or any Sub-Servicer pursuant to
Section 3.05 and shall pay such amounts to the Persons entitled thereto.


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

               The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (vii), (viii) and (xi)
above. The Master Servicer shall provide written notification to the Trustee,
the Trust Administrator and the NIMS Insurer on or prior to the next succeeding
Master Servicer Reporting Date, upon making any withdrawals from the Collection
Account pursuant to subclause (viii) above.

               (b) ESCROW ACCOUNT. The Master Servicer may, from time to time,
withdraw from the Escrow Account for the following purposes:

               (i) to effect payments of ground rents, taxes, assessments, water
        rates, hazard insurance premiums and comparable items;

               (ii) to reimburse the Master Servicer for any Servicing Advance
        made by the Master 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 Master 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; and

               (viii) to transfer to the Collection Account any Insurance
        Proceeds.

               In the event the Master Servicer shall deposit in an Escrow
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from such Escrow Account, any provision herein to the
contrary notwithstanding. As part of its servicing duties, the Master 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.
The Master Servicer may pay to itself any excess interest on


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funds in the Escrow Account, to the extent such action is in conformity with the
Servicing Standard, is permitted by law and such amounts are not required to be
paid to Mortgagors or used for any of the other purposes set forth above.

               (c)     DISTRIBUTION ACCOUNT.  The Trust Administrator shall,
from time to time, make withdrawals from the Distribution Account, for any of
the following purposes:

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

               (ii) to pay to itself and the Trustee amounts to which it is
        entitled pursuant to Section 8.05;

               (iii) to pay itself any interest income earned on funds deposited
        in the Distribution Account pursuant to Section 3.06;

               (iv) to reimburse itself pursuant to Section 7.01 and Section
        7.02(b); (v) to pay any amounts in respect of taxes pursuant to Section
        10.01(g)(iii); and

               (vi) to clear and terminate the Distribution Account pursuant to
        Section 9.01.

               SECTION 3.06.    Investment of Funds in the Collection
                                Account, the Escrow Account, the REO Account and
                                the Distribution Account.

               (a) The Master Servicer may direct any depository institution
maintaining the Collection Account, the Escrow Account (subject to Section
3.05(b)), and the REO Account and the Trust Administrator may direct any
depository institution maintaining the Distribution Account, (for purposes of
this Section 3.06, 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 Trust Administrator is the obligor thereon, and (ii) no later than the
date on which such funds are required to be withdrawn from such Investment
Account pursuant to this Agreement, if the Trust Administrator 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 Trust Administrator on behalf of the Trustee (in its
capacity as such) or in the name of a nominee of the Trust Administrator. The
Trust Administrator shall be entitled to sole possession (except with respect to
investment direction of funds held in the Collection Account, the Escrow
Account, and the REO Account) over each such investment and (except with respect
to the income on funds held in the Collection Account, the Escrow Account and
the REO Account) the income thereon, and any certificate or other instrument
evidencing any such investment shall be delivered directly to the Trust
Administrator or its agent, together with any document of transfer necessary to
transfer title to such investment to the Trust Administrator or its nominee. In
the event amounts on deposit in an Investment Account are at any time invested
in a Permitted Investment payable on demand, the Trust Administrator shall:



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               (i) 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

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

               (b) All income in the nature of interest from the investment of
funds in the Collection Account, the Escrow Account (subject to Section 3.05(b))
and the REO Account shall be for the benefit of the Master Servicer as
compensation for the Master Servicer's services pursuant to this Agreement. The
Master Servicer shall deposit in the Collection Account, the Escrow Account, and
the REO Account from its own funds 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.

               (c) All income in the nature of interest or earnings from the
investment of funds in the Distribution Account shall be for the benefit of the
Trust Administrator as compensation for the Trust Administrator's services
pursuant to this Agreement. The Trust Administrator shall deposit in the
Distribution Account from its own funds the amount of any loss incurred on
Permitted Investments in the Distribution Account.

               (d) Funds on deposit in the Pre-Funding Accounts, the Interest
Coverage Accounts, the Net WAC Rate Carryover Reserve Account and the Initial
Deposit Account may be invested in Permitted Investments in accordance with this
Section 3.06 subject to any limitations set forth in Section 4.08 (with respect
to the Pre-Funding Accounts), Section 4.09 (with respect to the Interest
Coverage Accounts), Section 4.10 (with respect to the Net WAC Rate Carryover
Reserve Account) and Section 4.11 (with respect to the Initial Deposit Account)
and any investment earnings or interest paid shall accrue to the benefit of the
party designated in such section.

               (e) 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 Trust Administrator may and, subject to Section 8.01
and Section 8.02(a)(v), upon the request of the NIMS Insurer or 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 3.07.     Payment of Taxes, Insurance and Other Charges.

               With respect to each Mortgage Loan, the Master Servicer shall
maintain accurate records reflecting the status of ground rents, taxes,
assessments, water rates and other charges which are or may become a lien upon
the Mortgaged Property and the status of fire and hazard insurance coverage and,
as to those Mortgage Loans subject to a voluntary escrow agreement, shall
obtain,


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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 Master Servicer
in amounts sufficient for such purposes, as allowed under the terms of the
Mortgage or Applicable Regulations. The Master Servicer assumes full
responsibility for the timely payment of all such bills and shall effect timely
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. To the extent
that the Mortgage does not provide for Escrow Payments, the Master Servicer
shall use reasonable efforts consistent with the Servicing Standard to determine
that any such payments are made by the Mortgagor at the time they first become
due and shall ensure that the Mortgaged Property is not lost to a tax lien as a
result of nonpayment and that such Mortgaged Property is not left uninsured.

               SECTION 3.08.          Maintenance of Hazard Insurance.

               The Master Servicer shall cause to be maintained for each
Mortgage Loan fire insurance with extended coverage on the related Mortgaged
Property in an amount which is at least equal to the least of (i) the current
principal balance of such Mortgage Loan, (ii) the amount necessary to fully
compensate for any damage or loss to the improvements that are a part of such
property on a replacement cost basis and (iii) the maximum insurable value of
the improvements which are a part of such Mortgaged Property, in each case in an
amount not less than such amount as is necessary to avoid the application of any
coinsurance clause contained in the related hazard insurance policy. The Master
Servicer shall also cause to be maintained fire insurance with extended coverage
on each REO Property in an amount which is at least equal to the lesser of (i)
the maximum insurable value of the improvements which are a part of such
property and (ii) the outstanding principal balance of the related Mortgage
Loan, plus accrued interest at the Mortgage Rate and related Servicing Advances
(each measured at the time it became an REO Property). The Master Servicer will
comply in the performance of this Agreement with all reasonable rules and
requirements of each insurer under any such hazard policies. Any amounts to be
collected by the Master Servicer under any such policies (other than amounts to
be applied to the restoration or repair of the property subject to the related
Mortgage or amounts to be released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing loans held for its
own account, subject to the terms and conditions of the related Mortgage and
Mortgage Note) shall be deposited in the Collection Account, subject to
withdrawal pursuant to Section 3.05, if received in respect of a Mortgage Loan,
or in the REO Account, subject to withdrawal pursuant to Section 3.13, if
received in respect of an REO Property. Any cost incurred by the Master Servicer
in maintaining any such insurance shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
so permit. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Mortgaged Property or REO Property is
at any time in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, the Master Servicer
will cause to be maintained a flood insurance policy in respect thereof. Such
flood insurance shall be in an amount equal to the lesser of (i) the unpaid
principal balance of


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the related Mortgage Loan; (ii) the maximum amount of such insurance available
for the related Mortgaged Property under the national flood insurance program
(assuming that the area in which such Mortgaged Property is located is
participating in such program) and (iii) the maximum insurable value of the
improvements which are part of the related Mortgaged Property.

               SECTION 3.09.       Maintenance of Mortgage Blanket Insurance.

               In the event that the Master Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy Rating of A:V or better
in Best's Key Rating Guide (or such other rating that is comparable to such
rating) insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first two sentences of Section 3.08, it being understood and agreed that such
policy may contain a deductible clause, in which case the Master Servicer shall,
in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with the first two sentences of
Section 3.08, and there shall have been one or more losses which would have been
covered by such policy, deposit to the Collection Account from its own funds the
amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to prepare and present, on behalf of
itself, the Trustee, the Trust Administrator and Certificateholders, claims
under any such blanket policy in a timely fashion in accordance with the terms
of such policy.

               SECTION 3.10.     Fidelity Bond; Errors and Omissions Insurance.

               The Master Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and omissions for
failure in the performance of the Master Servicer's obligations under this
Agreement, which policy or policies shall be in such form and amount that would
meet the requirements of Fannie Mae or Freddie Mac if it were the purchaser of
the Mortgage Loans, unless the Master Servicer has obtained a waiver of such
requirements from Fannie Mae or Freddie Mac. The Master Servicer shall also
maintain a fidelity bond in the form and amount that would meet the requirements
of Fannie Mae or Freddie Mac, unless the Master Servicer has obtained a waiver
of such requirements from Fannie Mae or Freddie Mac. The Master Servicer shall
provide the Trust Administrator and the NIMS Insurer (upon reasonable request)
with copies of any such insurance policies and fidelity bond. The Master
Servicer shall be deemed to have complied with this provision if an Affiliate of
the Master Servicer has such errors and omissions and fidelity bond coverage
and, by the terms of such insurance policy or fidelity bond, the coverage
afforded thereunder extends to the Master Servicer. Any such errors and
omissions policy and fidelity bond shall by its terms not be cancelable without
thirty days' prior written notice to the Trust Administrator. The Master
Servicer shall also cause each Sub-Servicer to maintain a policy of insurance
covering errors and omissions and a fidelity bond which would meet such
requirements.

               SECTION 3.11.     Enforcement of Due-On-Sale Clauses; Assumption
                                 Agreements.

               The Master Servicer will, to the extent it has knowledge of any
conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor
(whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains or is to remain liable


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under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate
the maturity of such Mortgage Loan under the "due-on-sale" clause, if any,
applicable thereto; provided, however, that the Master Servicer shall not
exercise any such rights if prohibited by law from doing so. If the Master
Servicer reasonably believes it is unable under applicable law to enforce such
"due-on-sale" clause, or if any of the other conditions set forth in the proviso
to the preceding sentence apply, the Master Servicer is authorized to enter into
an assumption and modification agreement from or with the person to whom such
property has been conveyed or is proposed to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon. The Master Servicer
is also authorized to enter into a substitution of liability agreement with such
person, pursuant to which the original Mortgagor is released from liability and
such person is substituted as the Mortgagor and becomes liable under the
Mortgage Note, provided that no such substitution shall be effective unless such
person satisfies the underwriting criteria of the Master Servicer. In connection
with any assumption or substitution, the Master Servicer shall apply such
underwriting standards and follow such practices and procedures as shall be
normal and usual in its general mortgage servicing activities and as it applies
to other mortgage loans owned solely by it. The Master Servicer shall not take
or enter into any assumption and modification agreement, however, unless (to the
extent practicable in the circumstances) it shall have received confirmation, in
writing, of the continued effectiveness of any applicable hazard insurance
policy, or a new policy meeting the requirements of this Section is obtained.
Any fee collected by the Master Servicer in respect of an assumption or
substitution of liability agreement will be retained by the Master Servicer as
additional servicing compensation. In connection with any such assumption, no
material term of the Mortgage Note (including but not limited to the related
Mortgage Rate and the amount of the Monthly Payment) may be amended or modified,
except as otherwise required pursuant to the terms thereof or otherwise
permitted under Section 3.01. The Master Servicer shall notify the Trust
Administrator and any respective Custodian that any such substitution or
assumption agreement has been completed by forwarding to the Trust Administrator
or to such Custodian, as the case may be, the executed original of such
substitution or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.

               Notwithstanding the foregoing paragraph or any other provision of
this Agreement, the Master Servicer shall not be deemed to be in default, breach
or any other violation of its obligations hereunder by reason of any assumption
of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or
any assumption which the Master Servicer may be restricted by law from
preventing, for any reason whatever. For purposes of this Section 3.11, the term
"assumption" is deemed to also include a sale (of the Mortgaged Property)
subject to the Mortgage that is not accompanied by an assumption or substitution
of liability agreement.

               SECTION 3.12.          Realization Upon Defaulted Mortgage Loans.

               (a) The Master Servicer shall, consistent with the Servicing
Standard and the Loss Mitigation Action Plan, foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.02. The Master Servicer shall be responsible for all costs and
expenses incurred by it in any such


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proceedings; provided, however, that such costs and expenses will be recoverable
as Servicing Advances by the Master Servicer as contemplated in Section 3.05 and
Section 3.13. The foregoing is subject to the provision that, in any case in
which Mortgaged Property shall have suffered damage from an Uninsured Cause, the
Master Servicer shall not be required to expend its own funds toward the
restoration of such property unless it shall determine in its discretion that
such restoration will increase the proceeds of liquidation of the related
Mortgage Loan after reimbursement to itself for such expenses.

               (b) Notwithstanding the foregoing provisions of this Section 3.12
or any other provision of this Agreement, with respect to any Mortgage Loan as
to which the Master 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 Master Servicer shall not, on behalf of the Trustee,
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 Trustee, the Trust Fund or the Certificateholders 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 Master 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, that:

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

               (2) 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 Trust Fund to take such actions with respect to the affected
        Mortgaged Property.

               Notwithstanding the foregoing, if such environmental audit
reveals, or if the Master Servicer has actual knowledge or notice, that such
Mortgaged Property contains such toxic or hazardous wastes or substances, the
Master Servicer shall not foreclose or accept a deed in lieu of foreclosure
without the prior written consent of the NIMS Insurer.

               The cost of the environmental audit report contemplated by this
Section 3.12 shall be advanced by the Master Servicer, subject to the Master
Servicer's right to be reimbursed therefor from the Collection Account as
provided in Section 3.05(a)(v), such right of reimbursement being prior to the
rights of Certificateholders to receive any amount in the Collection Account
received in respect of the affected Mortgage Loan or other Mortgage Loans.



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               If the Master Servicer determines, as described above, that it is
in the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property 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 Master Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund. The cost of any such compliance,
containment, cleanup or remediation shall be advanced by the Master Servicer,
subject to the Master Servicer's right to be reimbursed therefor from the
Collection Account as provided in Section 3.05(a)(v), such right of
reimbursement being prior to the rights of Certificateholders to receive any
amount in the Collection Account received in respect of the affected Mortgage
Loan or other Mortgage Loans.

               (c) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds or Liquidation Proceeds, in respect of any Mortgage Loan,
will be applied in the following order of priority: FIRST, to reimburse the
Master Servicer or any Sub-Servicer for any related unreimbursed Servicing
Advances and Advances, pursuant to Section 3.05(a)(ii); SECOND, to accrued and
unpaid interest on the Mortgage Loan, to the date of the Final Recovery
Determination, or to the Due Date prior to the Distribution Date on which such
amounts are to be distributed if not in connection with a Final Recovery
Determination; and THIRD, as a recovery of principal of the Mortgage Loan. If
the amount of the recovery so allocated to interest is less than the full amount
of accrued and unpaid interest due on such Mortgage Loan, the amount of such
recovery will be allocated by the Master Servicer as follows: FIRST, to unpaid
Servicing Fees; and SECOND, to the balance of the interest then due and owing.
The portion of the recovery so allocated to unpaid Servicing Fees shall be
reimbursed to the Master Servicer or any Sub-Servicer pursuant to Section
3.05(a)(ii).

               SECTION 3.13. Title, Management and Disposition of REO Property.

               (a) The deed or certificate of sale of any REO Property shall be
taken in the name of the Trustee, or its nominee, in trust for the benefit of
the Certificateholders. Pursuant to the power of attorney granted in Section
3.01, the Master Servicer is hereby authorized to transfer the title of any REO
Property taken in the name of the Trustee to a third party purchaser pursuant to
this Section 3.13 without further documentation of its authority as
attorney-in-fact for the Trustee on behalf of the Trust. The Master Servicer, on
behalf of REMIC I (and on behalf of the Trustee for the benefit of the
Certificateholders), shall either sell any REO Property before the close of the
third taxable year after the year REMIC I acquires ownership of such REO
Property for purposes of Section 860G(a)(8) of the Code or request from the
Internal Revenue Service, no later than 60 days before the day on which the
three-year grace period would otherwise expire, an extension of the three-year
grace period, unless the Master Servicer shall have delivered to the Trustee,
the Trust Administrator, the NIMS Insurer and the Depositor an Opinion of
Counsel, addressed to the Trustee, the Trust Administrator, the NIMS Insurer and
the Depositor, to the effect that the holding by REMIC I of such REO Property
subsequent to three years after its acquisition will not result in the
imposition on any Trust REMIC of taxes on "prohibited transactions" thereof, as
defined in Section 860F of the Code, or cause any Trust REMIC to fail to qualify
as a REMIC under Federal law at any time that any Certificates are outstanding.
The Master Servicer shall manage, conserve, protect and operate each REO
Property for the benefit of the Certificateholders and solely for the purpose of
its prompt


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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 any Trust 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.

               (b) The Master Servicer shall segregate and hold all funds
collected and received in connection with the operation of any REO Property
separate and apart from its own funds and general assets and shall establish and
maintain with respect to REO Properties an account held in trust for the Trustee
for the benefit of the Certificateholders (the "REO Account"), which shall be an
Eligible Account. The Master Servicer shall be permitted to allow the Collection
Account to serve as the REO Account, subject to separate ledgers for each REO
Property. The Master Servicer shall be entitled to retain or withdraw any
interest income paid on funds deposited in the REO Account.

               (c) The Master Servicer shall have full power and authority,
subject only to the specific requirements and prohibitions of this Agreement
(including the Loss Mitigation Action Plan), to do any and all things in
connection with any REO Property as are consistent with the manner in which the
Master Servicer manages and operates similar property owned by the Master
Servicer or any of its Affiliates, all on such terms and for such period as the
Master Servicer deems to be in the best interests of Certificateholders and
appropriate to effect the prompt disposition and sale of the REO Property. In
connection therewith, the Master Servicer shall deposit, or cause to be
deposited in the clearing account (which account must be an Eligible Account) in
which it customarily deposits payments and collections on mortgage loans in
connection with its mortgage loan servicing activities on a daily basis, and in
no event more than one Business Day after the Master Servicer's receipt thereof,
and shall thereafter deposit in the REO Account, in no event more than two
Business Days after the deposit of such funds into the clearing account, all
revenues received by it with respect to an REO Property and shall withdraw
therefrom funds necessary for the proper operation, management and maintenance
of such REO Property including, without limitation:

               (i) all insurance premiums due and payable in respect of such REO
        Property;

               (ii) all real estate taxes and assessments in respect of such REO
        Property that may result in the imposition of a lien thereon; and

               (iii) all costs and expenses necessary to maintain such REO
        Property.

               To the extent that amounts on deposit in the REO Account with
respect to an REO Property are insufficient for the purposes set forth in
clauses (i) through (iii) above with respect to such REO Property, the Master
Servicer shall advance from its own funds such amount as is necessary for such
purposes if, but only if, the Master Servicer would make such advances if the
Master Servicer owned the REO Property and if in the Master Servicer's judgment,
the payment of such amounts will be recoverable from the rental or sale of the
REO Property.

               Notwithstanding the Master Servicer's obligation to the
Certificateholders to manage and operate (including the collection of rents from
existing tenants and management of any leases


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acquired with the REO property to the extent applicable) the REO Property from
the date of acquisition until the date of sale, none of the Master Servicer, the
Trust Administrator or the Trustee shall knowingly:

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

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

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

               (iv) authorize any Person to Directly Operate any REO Property on
        any date more than 90 days after its date of acquisition by the Trust
        Fund;

unless, in any such case, the Master Servicer has obtained an Opinion of
Counsel, provided to the Trustee, the Trust Administrator and the NIMS Insurer,
to the effect that such action will not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by REMIC I, and (B) the Master Servicer has
received written notice from the Trustee that it has received written consent
from the NIMS Insurer that the specific action may be taken.

               The Master Servicer may contract with any Independent Contractor
for the operation and management of any REO Property, provided that:

               (i) the terms and conditions of any such contract shall not be
        inconsistent herewith;

               (ii) any such contract shall require, or shall be administered to
        require, that the Independent Contractor pay all costs and expenses
        incurred in connection with the operation and management of such REO
        Property, including those listed above and remit all related revenues
        (net of such costs and expenses) to the Master Servicer as soon as
        practicable, but in no event later than thirty days following the
        receipt thereof by such Independent Contractor;

               (iii) none of the provisions of this Section 3.13(c) relating to
        any such contract or to actions taken through any such Independent
        Contractor shall be deemed to relieve the Master Servicer of any of its
        duties and obligations to the Trustee on behalf of the
        Certificateholders with respect to the operation and management of any
        such REO Property; and



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               (iv) the Master Servicer shall be obligated with respect thereto
        to the same extent as if it alone were performing all duties and
        obligations in connection with the operation and management of such REO
        Property.

               The Master Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Master Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Master Servicer shall be solely liable for
all fees owed by it to any such Independent Contractor, irrespective of whether
the Master Servicer's compensation pursuant to Section 3.18 is sufficient to pay
such fees. The Master Servicer shall not engage an Independent Contractor to
engage in any activities that the Master Servicer would not be permitted to
engage in itself in accordance with the other provisions of this Agreement
(including the Loss Mitigation Action Plan).

               (d) In addition to the withdrawals permitted under Section
3.13(c), the Master Servicer may from time to time make withdrawals from the REO
Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid
Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse
itself or any Sub-Servicer for unreimbursed Servicing Advances and Advances made
in respect of such REO Property or the related Mortgage Loan. On the Master
Servicer Remittance Date, the Master Servicer shall withdraw from each REO
Account maintained by it and deposit into the Distribution Account in accordance
with Section 3.04(g)(ii), for distribution on the related Distribution Date in
accordance with Section 4.01, the income from the related REO Property received
during the prior calendar month, net of any withdrawals made pursuant to Section
3.13(c) or this Section 3.13(d).

               (e) Subject to the time constraints set forth in Section 3.13(a),
(including the constraint that the Master Servicer hold and manage each REO
Property "solely for the purpose of its prompt disposition") each REO
disposition shall be carried out by the Master Servicer at such price and upon
such terms and conditions as shall be in conformity with the requirements of the
Loss Mitigation Action Plan and as shall be normal and usual in its general
servicing activities for similar properties.

               (f) The proceeds from the REO Disposition, net of any amount
required by law to be remitted to the Mortgagor under the related Mortgage Loan
and net of any payment or reimbursement to the Master Servicer or any
Sub-Servicer as provided above, shall be deposited in the Distribution Account
in accordance with Section 3.04(g)(ii) on the Master Servicer Remittance Date in
the month following the receipt thereof for distribution on the related
Distribution Date 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).

               SECTION 3.14.          [Reserved].

               SECTION 3.15.          Reports of Foreclosure and Abandonment of
                                      Mortgaged Properties.



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               The Master Servicer shall file information returns with respect
to the receipt of mortgage interest received in a trade or business, reports of
foreclosures and abandonments of any Mortgaged Property and cancellation of
indebtedness income with respect to any Mortgaged Property as required by
Sections 6050H, 6050J and 6050P of the Code, respectively. Such reports shall be
in form and substance sufficient to meet the reporting requirements imposed by
such Sections 6050H, 6050J and 6050P of the Code.

               SECTION 3.16.   Optional Purchase of Defaulted Mortgage Loans.

               (a)(i) The NIMS Insurer may, at its option, purchase a Mortgage
Loan which has become 90 or more days delinquent or for which the Master
Servicer has accepted a deed in lieu of foreclosure. Prior to purchase pursuant
to this Section 3.16(a)(i), the Master Servicer shall be required to continue to
make Advances pursuant to Section 4.03. The NIMS Insurer shall not use any
procedure in selecting Mortgage Loans to be repurchased which is materially
adverse to the interests of the Certificateholders. The NIMS Insurer shall
purchase such delinquent Mortgage Loan at a price equal to the Purchase Price of
such Mortgage Loan. Any such purchase of a Mortgage Loan pursuant to this
Section 3.16(a)(i) shall be accomplished by remittance to the Master Servicer
for deposit in the Collection Account of the amount of the Purchase Price. The
Trust Administrator shall immediately request the Trustee to (and the Trustee
shall) effectuate the conveyance of such delinquent Mortgage Loan to the NIMS
Insurer to the extent necessary, and the Trust Administrator shall promptly
deliver all documentation to the NIMS Insurer.

               (ii) During the first full calender month (but excluding the last
Business Day thereof) following a Mortgage Loan or related REO Property becoming
90 days or more delinquent, the Master Servicer shall have the option, but not
the obligation to purchase from the Trust Fund any such Mortgage Loan or related
REO Property that is then still 90 days or more delinquent, which the Master
Servicer determines in good faith will otherwise become subject to foreclosure
proceedings (evidence of such determination to be delivered in writing to the
Trust Administrator prior to purchase), at a price equal to the Purchase Price.
The Purchase Price for any Mortgage Loan or related REO Property purchased
hereunder shall be deposited in the Collection Account, and the Trust
Administrator, upon written certification of such deposit, shall release or
cause to be released to the Master Servicer the related Mortgage File and shall
request the Trustee (and the Trustee shall) execute and the Trust Administrator
shall deliver such instruments of transfer or assignment, in each case without
recourse, as the Master Servicer shall furnish and as shall be necessary to vest
in the Master Servicer title to any Mortgage Loan or related REO Property
released pursuant hereto.

               (b) If with respect to any delinquent Mortgage Loan or related
REO Property, the option of the Master Servicer set forth in the preceding
paragraph shall have arisen but the Master Servicer shall have failed to
exercise such option on or before the Business Day preceding the last Business
Day of the calender month following the calender month during which such
Mortgage Loan or related REO Property first became 90 days or more delinquent,
then such option shall automatically expire; provided, however, that if any such
Mortgage Loan or related REO Property shall cease to be 90 days or more
delinquent but then subsequently shall again become 90 days or more delinquent,
then the Master Servicer shall be entitled to another repurchase option with
respect to such Mortgage Loan or REO Property as provided in the preceding
paragraph.



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               SECTION 3.17.  Trust Administrator to Cooperate; Release of
                              Mortgage Files.

               (a) Upon the payment in full of any Mortgage Loan, or the receipt
by the Master Servicer of a notification that payment in full shall be escrowed
in a manner customary for such purposes, the Master Servicer will promptly
notify the the Trust Administrator and the Trustee and any related Custodian by
a certification in the form of Exhibit E-2 (which certification shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.04(b) have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. Upon receipt of such certification and request, the Trust
Administrator or such Custodian, as the case may be, shall promptly release (and
in no event more than three (3) Business Days thereafter) the related Mortgage
File to the Master Servicer. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Collection Account or the Distribution Account.

               (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Trust Administrator and
any related Custodian shall, upon request of the Master Servicer and delivery to
the Trustee, the Trust Administrator or such Custodian, as the case may be, of a
Request for Release in the form of Exhibit E-l, release the related Mortgage
File to the Master Servicer, and the Trustee shall, at the direction of the
Master Servicer, execute such documents as shall be necessary to the prosecution
of any such proceedings and the Master Servicer shall retain such Mortgage File
in trust for the benefit of the Certificateholders. Such Request for Release
shall obligate the Master Servicer to return each and every document previously
requested from the Mortgage File to the Trust Administrator or to such Custodian
when the need therefor by the Master Servicer no longer exists, unless the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Collection Account or the Mortgage File
or such document has been delivered to an attorney, or to a public trustee or
other public official as required by law, for purposes of initiating or pursuing
legal action or other proceedings for the foreclosure of the Mortgaged Property
either judicially or non-judicially, and the Master Servicer has delivered to
the Trust Administrator a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Mortgage File or such document
was delivered and the purpose or purposes of such delivery. Upon receipt of a
certificate of a Servicing Officer stating that such Mortgage Loan was
liquidated and that all amounts received or to be received in connection with
such liquidation that are required to be deposited into the Collection Account
have been so deposited, or that such Mortgage Loan has become an REO Property, a
copy of the Request for Release shall be released by the Trust Administrator or
such Custodian to the Master Servicer.

               (c) Upon written certification of a Servicing Officer, the Trust
Administrator shall request the Trustee (and the Trustee shall) execute and the
Trust Administrator shall deliver to the Master Servicer any court pleadings,
requests for trustee's sale or other documents reasonably necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or
rights provided by the Mortgage Note or Mortgage or otherwise available at law
or in equity. Each such certification shall include a request


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that such pleadings or documents be executed by the Trustee and a statement as
to the reason such documents or pleadings are required and that the execution
and delivery thereof by the Trustee will not invalidate or otherwise affect the
lien of the Mortgage, except for the termination of such a lien upon completion
of the foreclosure or trustee's sale.

               SECTION 3.18.          Servicing Compensation.

               As compensation for the activities of the Master Servicer
hereunder, the Master Servicer shall be entitled to the Servicing Fee with
respect to each Mortgage Loan payable solely from payments of interest in
respect of such Mortgage Loan, subject to Section 4.03(e). In addition, the
Master Servicer shall be entitled to recover unpaid Servicing Fees out of
Insurance Proceeds or Liquidation Proceeds to the extent permitted by Section
3.05(a)(ii) and out of amounts derived from the operation and sale of an REO
Property to the extent permitted by Section 3.13. The right to receive the
Servicing Fee may not be transferred in whole or in part except in connection
with the transfer of all of the Master Servicer's responsibilities and
obligations under this Agreement.

               Additional servicing compensation in the form of assumption fees,
late payment charges, NSF fees, reconveyance fees and other similar fees and
charges (other than Prepayment Charges) shall be retained by the Master Servicer
only to the extent such fees or charges are received by the Master Servicer. The
Master Servicer shall also be entitled pursuant to Section 3.05(a)(vi) to
withdraw from the Collection Account, and pursuant to Section 3.13(b) to
withdraw from any REO Account, as additional servicing compensation, interest or
other income earned on deposits therein, subject to Section 3.06. The Master
Servicer shall be required to pay all expenses incurred by it in connection with
its servicing activities hereunder (including premiums for the insurance
required by Section 3.08, Section 3.09 and Section 3.10, to the extent such
premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing
compensation of each Sub-Servicer, and to the extent provided in Section 8.05,
the fees and expenses of the Trustee and the Trust Administrator) and shall not
be entitled to reimbursement therefor except as specifically provided herein.

               SECTION 3.19.          Statement as to Compliance.

               The Master Servicer will deliver to the Trust Administrator, the
Trustee, the NIMS Insurer, the Depositor and each Rating Agency on or before
April 30th of each calendar year commencing in 2003, an Officers' Certificate
stating, as to each signatory thereof, that (i) a review of the activities of
the Master Servicer during the preceding year and of performance under this
Agreement has been made under such officers' supervision and (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has
fulfilled all of its obligations under this Agreement throughout such year, or,
if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof. Copies of any such statement shall be provided by the Trust
Administrator to any Certificateholder and to any Person identified to the Trust
Administrator as a prospective transferee of a Certificate, upon the request and
at the expense of the requesting party, provided that such statement is
delivered by the Master Servicer to the Trust Administrator.



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               SECTION 3.20.          Independent Public Accountants' Servicing
                                      Report.

               Not later than April 30th of each calendar year commencing in
2003, the Master Servicer, at its expense, shall cause a nationally recognized
firm of independent certified public accountants to furnish to the Master
Servicer a report stating that (i) it has obtained a letter of representation
regarding certain matters from the management of the Master Servicer which
includes an assertion that the Master Servicer has complied with certain minimum
residential mortgage loan servicing standards, identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, 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. In rendering its report such firm may
rely, as to matters relating to the direct servicing of residential mortgage
loans by Sub- Servicers, upon comparable reports of firms of independent
certified public accountants rendered on the basis of examinations conducted in
accordance with the same standards (rendered within one year of such report)
with respect to those Sub-Servicers. Immediately upon receipt of such report,
the Master Servicer shall furnish a copy of such report to the Trust
Administrator, the NIMS Insurer and each Rating Agency. Copies of such statement
shall be provided by the Trust Administrator to any Certificateholder upon
request at the Master Servicer's expense, provided that such statement is
delivered by the Master Servicer to the Trust Administrator. In the event such
firm of independent certified public accountants requires the Trust
Administrator to agree to the procedures performed by such firm, the Master
Servicer shall direct the Trust Administrator in writing to so agree; it being
understood and agreed that the Trust Administrator will deliver such letter of
agreement in conclusive reliance upon the direction of the Master Servicer, and
the Trust Administrator has not made any independent inquiry or investigation as
to, and shall have no obligation or liability in respect of, the sufficiency,
validity or correctness of such procedures.

               SECTION 3.21.          Access to Certain Documentation.

               The Master Servicer shall provide to the Office of Thrift
Supervision, the FDIC, and any other federal or state banking or insurance
regulatory authority that may exercise authority over any Certificateholder,
access to the documentation regarding the Mortgage Loans required by applicable
laws and regulations. Such access shall be afforded without charge, but only
upon reasonable request and during normal business hours at the offices of the
Master Servicer designated by it. In addition, access to the documentation
regarding the Mortgage Loans will be provided to any Certificateholder, the
Trust Administrator, the NIMS Insurer and to any Person identified to the Master
Servicer as a prospective transferee of a Certificate, upon reasonable request
during normal business hours at the offices of the Master Servicer designated by
it at the expense of the Person requesting such access. In each case, access to
any documentation regarding the Mortgage Loans may be conditioned upon the
requesting party's acknowledgment in writing of a confidentiality agreement
regarding any information that is required to remain confidential under the
Gramm-Leach-Bliley Act of 1999.

               SECTION 3.22.          [Reserved]



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               SECTION 3.23.          Advance Facility.

               (a) The Master Servicer, with the consent of the NIMS Insurer, is
hereby authorized to enter into a facility with any Person which provides that
such Person (an "Advancing Person") may fund Advances and/or Servicing Advances
under this Agreement, although no such facility shall reduce or otherwise affect
the Master Servicer's obligation to fund such Advances and/or Servicing
Advances. If the Master Servicer enters into such an Advance Facility pursuant
to this Section 3.23, upon reasonable request of the Advancing Person, the
Trustee shall execute a letter of acknowledgment, confirming its receipt of
notice of the existence of such Advance Facility. To the extent that an
Advancing Person funds any Advance or any Servicing Advance and provides the
Trust Administrator with notice acknowledged by the Master Servicer that such
Advancing Person is entitled to reimbursement directly from the Trust
Administrator pursuant to the terms of the Advance Facility, such Advancing
Person shall be entitled to receive reimbursement pursuant to this Agreement for
such amount to the extent provided in Section 3.23(b). Such notice from the
Advancing Person must specify the amount of the reimbursement, the Section of
this Agreement that permits the applicable Advance or Servicing Advance to be
reimbursed and the section(s) of the Advance Facility that entitle the Advancing
Person to request reimbursement from the Trust Administrator, rather than the
Master Servicer, and include the Master Servicer's acknowledgment thereto or
proof of an Event of Default under the Advance Facility. The Trustee and the
Trust Administrator shall have no duty or liability with respect to any
calculation of any reimbursement to be paid to an Advancing Person and shall be
entitled to rely without independent investigation on the Advancing Person's
notice provided pursuant to this Section 3.23. An Advancing Person whose
obligations hereunder are limited to the funding of Advances and/or Servicing
Advances shall not be required to meet the qualifications of a Sub-Servicer
pursuant to Section 6.06 hereof. If the terms of a facility proposed to be
entered into with an Advancing Servicer by the Trust Fund would not materially
and adversely affect the interests of any Certificateholder, then the NIMS
Insurer shall not withhold its consent to the Trust Fund's entering such
facility.

               (b) If an Advancing Person is entitled to reimbursement for any
particular Advance or Servicing Advance as set forth in Section 3.23(a), then
the Master Servicer shall not be permitted to reimburse itself therefor under
Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section
3.05(a)(vii), but instead the Master Servicer shall include such amounts in the
applicable remittance to the Trust Administrator made pursuant to Section
3.04(g) to the extent of amounts on deposit in the Collection Account on the
related Master Servicer Remittance Date. The Trust Administrator is hereby
authorized to pay to an Advancing Person reimbursements for Advances and
Servicing Advances from the Distribution Account to the same extent the Master
Servicer would have been permitted to reimburse itself for such Advances and/or
Servicing Advances in accordance with Section 3.05(a)(ii), Section 3.05(a)(iii),
Section 3.05(a)(v) or Section 3.05(a)(vii), as the case may be, had the Master
Servicer made such Advance or Servicing Advance.

               (c) All Advances and Servicing Advances made pursuant to the
terms of this Agreement shall be deemed made and shall be reimbursed on a "first
in first out" (FIFO) basis.

               (d) In the event the Master Servicer is terminated pursuant to
Section 7.01, the Advancing Person shall succeed to the terminated Master
Servicer's right of reimbursement set forth


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in Section 7.02(c) to the extent of such Advancing Person's financing of
Advances or Servicing Advances hereunder then remaining unreimbursed.




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                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

               SECTION 4.01.          Distributions.

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

               (i) first, to the Holders of REMIC I Regular Interest I-LTB, in
        an amount equal to (A) the Uncertificated Interest for such Distribution
        Date, plus (B) any amounts in respect thereof remaining unpaid from
        previous Distribution Dates and second, to the Holders of REMIC I
        Regular Interest I-LTA, REMIC I Regular Interest I-LTC and REMIC I
        Regular Interest I-LTP, in an amount equal to (A) the Uncertificated
        Interest for such Distribution Date, plus (B) any amounts in respect
        thereof remaining unpaid from previous Distribution Dates;

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

               (iii) on each Distribution Date, the remainder of the Available
        Funds for such Distribution Date after the distributions made pursuant
        to clause (i) and clause (ii) above, first, to the Holders of REMIC I
        Regular Interest I-LTA until the Uncertificated Balance of such REMIC I
        Regular Interest is reduced to zero, second, to the Holders of REMIC I
        Regular Interest I-LTC, until the Uncertificated Balance of such REMIC I
        Regular Interest is reduced to zero; and third, to the Holders of REMIC
        I Regular Interest I-LTB until the Uncertificated Balance of such REMIC
        I Regular Interest is reduced to zero; provided, however, for the first
        two Distribution Dates, such amounts relating to the Initial Mortgage
        Loans shall be allocated to REMIC I Regular Interest I-LTA and REMIC I
        Regular Interest ILTB in the order and priority described above and such
        amounts relating to the Subsequent Mortgage Loans shall be allocated to
        REMIC I Regular Interest I-LTC; and

               (iv) to the Holders of the Class R Certificates (in respect of
        the Class R-I Interest), any amounts remaining after the distributions
        pursuant to clauses (i) through (iii) above.

               On each Distribution Date, all amounts representing Prepayment
Charges in respect of the Mortgage Loans received during the related Prepayment
Period will be distributed by REMIC I to the Holders of REMIC I Regular Interest
I-LTP. The payment of the foregoing amounts to the Holders of REMIC I Regular
Interest I-LTP shall not reduce the Uncertificated Balance thereof.

               (B) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC II to REMIC III on
account of the REMIC II Regular


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Interests or withdrawn from the Distribution Account and distributed to the
holders of the Class R Certificates (in respect of the Class R-II Interest), as
the case may be:

               (i) first, to the Holders of REMIC II Regular Interest II-LTS, in
        an amount equal to (A) the Uncertificated Interest for such Distribution
        Date, plus (B) any amounts in respect thereof remaining unpaid from
        previous Distribution Dates and then to Holders of REMIC II Regular
        Interest II-LTAA, REMIC Regular Interest II-LTAF1, REMIC Regular
        Interest II-LTAF2, REMIC Regular Interest II-LTAF3, REMIC Regular
        Interest II-LTAF4, REMIC Regular Interest II-LTAF5, REMIC Regular
        Interest II-LTAF6, REMIC II Regular Interest II-LTAV, REMIC II Regular
        Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC Regular
        Interest II-LTM3, REMIC Regular Interest II-LTM4, REMIC II Regular
        Interest II-LTZZ and REMIC II Regular Interest II-LTP, PRO RATA, in an
        amount equal to (A) the Uncertificated Interest for such Distribution
        Date, plus (B) any amounts in respect thereof remaining unpaid from
        previous Distribution Dates. Amounts payable as Uncertificated Interest
        in respect of REMIC II Regular Interest II-LTZZ shall be reduced and
        deferred when the REMIC II Overcollateralized Amount is less than the
        REMIC II Overcollateralization Target Amount, by the lesser of (x) the
        amount of such difference and (y) the Maximum II-LTZZ Uncertificated
        Interest Deferral Amount and such amount will be payable to the Holders
        of REMIC Regular Interest II-LTAF1, REMIC Regular Interest II-LTAF2,
        REMIC Regular Interest II-LTAF3, REMIC Regular Interest II-LTAF4, REMIC
        Regular Interest II-LTAF5, REMIC Regular Interest II-LTAF6, REMIC II
        Regular Interest II-LTAV, REMIC II Regular Interest II-LTM1, REMIC II
        Regular Interest II-LTM2, REMIC Regular Interest II-LTM3 and REMIC
        Regular Interest II-LTM4 in the same proportion as the
        Overcollateralization Increase Amount is allocated to the Corresponding
        Certificates;

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

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

               (b) to the Holders of REMIC Regular Interest II-LTAF1, REMIC
        Regular Interest II-LTAF2, REMIC Regular Interest II-LTAF3, REMIC
        Regular Interest II-LTAF4, REMIC Regular Interest II-LTAF5, REMIC
        Regular Interest II-LTAF6, REMIC II Regular Interest II-LTAV, REMIC II
        Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC
        Regular Interest II-LTM3 and REMIC Regular Interest II-LTM4, 1.00% of
        such remainder (other than amounts payable under clause (d) below), in
        the same proportion as principal payments are allocated to the
        Corresponding Certificates, until the Uncertificated Balances of such
        REMIC II Regular Interests are reduced to zero;


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               (c) to the Holders of REMIC II Regular Interest II-LTZZ, 1.00% of
        such remainder (other than amounts payable under clause (d) below),
        until the Uncertificated Balance of such REMIC II Regular Interest is
        reduced to zero; then

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

               (iii) third, to REMIC II Regular Interest II-LTP, 100% of the
        amount paid in respect of REMIC I Regular Interest I-LTP;

provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that
are attributable to an Overcollateralization Reduction Amount shall be allocated
to Holders of (i) REMIC II Regular Interest II-LTAA and REMIC II Regular
Interest II-LTP, in that order and (ii) REMIC II Regular Interest II-LTP,
respectively; provided that REMIC II Regular Interest II-LTP shall not be
reduced until the Distribution Date immediately following the expiration of the
latest Prepayment Charge as identified on the Prepayment Charge Schedule or any
Distribution Date thereafter, at which point such amount shall be distributed to
REMIC II Regular Interest II-LTP, until $100 has been distributed pursuant to
this clause.

               (2) On the first Distribution Date, the Initial Deposit will be
transferred from the Initial Deposit Account to the Distribution Account for
inclusion among the Available Funds for such Distribution Date. On each
Distribution Date, the Trust Administrator shall withdraw from the Distribution
Account an amount equal to the Interest Remittance Amount and distribute to the
Certificateholders the following amounts, in the following order of priority:

               (i) concurrently to the Holders of the Class A Certificates and
        the Holders of the Class S Certificates, an amount equal to the Senior
        Interest Distribution Amount allocable to such Certificates, on a PRO
        RATA basis based on the entitlement of each such Class;

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

               (iii) to the Holders of the Class M-2 Certificates, an amount
        equal to the Interest Distribution Amount allocable to the Class M-2
        Certificates;

               (iv) to the Holders of the Class M-3 Certificates, an amount
        equal to the Interest Distribution Amount allocable to the Class M-3
        Certificates; and

               (v) to the Holders of the Class M-4 Certificates, an amount equal
        to the Interest Distribution Amount allocable to the Class M-4
        Certificates.

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



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               (i) On each Distribution Date (a) prior to the Stepdown Date or
        (b) on which a Trigger Event is in effect, the Principal Distribution
        Amount shall be distributed in the following order of priority;

               first, to the Holders of the Class A Certificates, allocated
        among the Classes of Class A Certificates and in the priority as set
        forth below, until the Certificate Principal Balance of each such Class
        has been reduced to zero;

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

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

               fourth, to the Holders of the Class M-3 Certificates, until the
        Certificate Principal Balance of such Class has been reduced to zero;
        and

               fifth, to the Holders of the Class M-4 Certificates, until the
        Certificate Principal Balance of such Class has been reduced to zero.

               (ii) On each Distribution Date (a) on or after the Stepdown Date
        and (b) on which a Trigger Event is not in effect, the Principal
        Distribution Amount shall be distributed in the following order of
        priority;

               first, to the Holders of the Class A Certificates, the Class A
        Principal Distribution Amount, allocated among the Classes of Class A
        Certificates and in the priority set forth below, until the Certificate
        Principal Balance thereof has been reduced to zero;

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

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

               fourth, to the holders of the Class M-3 Certificates, the Class
        M-3 Principal Distribution Amount until the Certificate Principal
        Balance thereof has been reduced to zero; and

               fifth, to the holders of the Class M-4 Certificates, the Class
        M-4 Principal Distribution Amount until the Certificate Principal
        Balance thereof has been reduced to zero.

               All principal distributions of the Principal Distribution Amount
and the Class A Principal Distribution Amount to the Holders of the Class A
Certificates on any Distribution Date will be allocated between the Class AF
Certificates and the Class AV Certificates on a PRO RATA basis based on the
Class A Principal Allocation Percentage for each such Class for such
Distribution Date. Notwithstanding the foregoing, if the Certificate Principal
Balance of the Class AF Certificates or


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the Class AV Certificates is reduced to zero, then the remaining amount of
principal distributions distributable to the Holders of the Class A Certificates
on such Distribution Date, and the amount of principal distributions
distributable to the Holders of the Class A Certificates on subsequent
Distribution Dates, will be distributed to the holders of the Class of Class A
Certificates remaining outstanding, until the Certificate Principal Balance of
such Class of Class A Certificates remaining outstanding has been reduced to
zero.

               With respect to the Class AF Certificates, all principal
distributions of the Principal Distribution Amount and the Class A Principal
Distribution Amount will be distributed as follows: first, to the Holders of the
Class AF-6 Certificates, the Lockout Distribution Percentage of the Principal
Distribution Amount or the Class A Principal Distribution Amount, as applicable,
until the Certificate Principal Balance of the Class AF-6 Certificates has been
reduced to zero; second, to the Holders of the Class AF-1 Certificates, until
the Certificate Principal Balance of the Class AF-1 Certificates has been
reduced to zero; third, to the Holders of the Class AF-2 Certificates, until the
Certificate Principal Balance of the Class AF-1 Certificates has been reduced to
zero; fourth, to the Holders of the Class AF-3 Certificates, until the
Certificate Principal Balance of the Class AF-3 Certificates has been reduced to
zero; fifth, to the Holders of the Class AF-4 Certificates, until the
Certificate Principal Balance of the Class AF-4 Certificates has been reduced to
zero; sixth, to the Holders of the Class AF-5 Certificates, until the
Certificate Principal Balance of the Class AF-5 Certificates has been reduced to
zero and seventh, to the Holders of the Class AF-6 Certificates, until the
Certificate Principal Balance of the Class AF-6 Certificates has been reduced to
zero.

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

               (i) to the Holders of the Class or Classes of Certificates then
        entitled to receive distributions in respect of principal, in an amount
        equal to the Overcollateralization Increase Amount, applied to reduce
        the Certificate Principal Balance of such Certificates until the
        aggregate Certificate Principal Balance of such Certificates is reduced
        to zero;

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

               (iii) to the Holders of the Class M-2 Certificates, in an amount
        equal to the Interest Carry Forward Amount allocable to such Class of
        Certificates;

               (iv) to the Holders of the Class M-3 Certificates, in an amount
        equal to the Interest Carry Forward Amount allocable to such Class of
        Certificates;

               (v) to the Holders of the Class M-4 Certificates, in an amount
        equal to the Interest Carry Forward Amount allocable to such Class of
        Certificates;

               (vi) to the Net WAC Rate Carryover Reserve Account, the amount
        required by Section 4.10(b);



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               (vii) to the Holders of the Class CE Certificates the Interest
        Distribution Amount, any remaining Overcollateralization Reduction
        Amount and any Subsequent Mortgage Loan Interest for such Distribution
        Date; and

               (viii) to the Holders of the Class R Certificates, any remaining
        amounts; provided that if such Distribution Date is the Distribution
        Date immediately following the expiration of the latest Prepayment
        Charge term as identified on the Mortgage Loan Schedule or any
        Distribution Date thereafter, then any such remaining amounts will be
        distributed first, to the Holders of the Class P Certificates, until the
        Certificate Principal Balance thereof has been reduced to zero; and
        second, to the Holders of the Class R Certificates.

               (b) On each Distribution Date, after making the distributions of
the Available Funds as set forth above, the Trust Administrator will FIRST,
withdraw from the Net WAC Rate Carryover Reserve Account all income from the
investment of funds in the Net WAC Rate Carryover Reserve Account and distribute
such amount to the Holders of the Class CE Certificates, and SECOND, withdraw
from the Net WAC Rate Carryover Reserve Account, to the extent of amounts
remaining on deposit therein, the amount of any Net WAC Rate Carryover Amount
for such Distribution Date and distribute such amount FIRST, concurrently, to
the Class A Certificates and the Class S Certificates on a PRO RATA basis based
on the respective Net WAC Rate Carryover Amounts for such Classes of
Certificates, until each such amount has been paid in full; SECOND, to the Class
M-1 Certificates, THIRD, to the Class M-2 Certificates, FOURTH, to the Class M-3
Certificates and FIFTH, to the Class M-4 Certificates, in each case to the
extent the Net WAC Carryover Amount is allocable to each such Class.

               On each Distribution Date, the Trust Administrator shall withdraw
any amounts then on deposit in the Distribution Account that represent
Prepayment Charges collected by the Master Servicer, Prepayment Charges payable
by the Master Servicer pursuant to Section 2.03(b)(ii)(A) and Master Servicer
Prepayment Charge Payment Amounts payable by the Master servicer pursuant to
Section 2.03(b)(ii)(B), subject to Section 2.03(b)(iii), in each case to the
extent not related to Principal Prepayments occurring after the related
Prepayment Period, and the Trust Administrator shall distribute such amounts to
the Holders of the Class P Certificates. Such distributions shall not be applied
to reduce the Certificate Principal Balance of the Class P Certificates.

               (c) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated PRO RATA among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date will be made to the Holders of the respective Class of record
on the related Record Date (except as otherwise provided in Section 4.01(e) or
Section 9.01 respecting the final distribution on such Class), based on the
aggregate Percentage Interest represented by their respective Certificates, and
shall be made by wire transfer of immediately available funds to the account of
any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Trust Administrator in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date, or otherwise by check mailed by first class mail to
the address of such Holder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such


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Certificate at the Corporate Trust Office of the Trust Administrator or such
other location specified in the notice to Certificateholders of such final
distribution.

               Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the Trust
Administrator, the Certificate Registrar, the Depositor or the Master Servicer
shall have any responsibility therefor except as otherwise provided by this
Agreement or applicable law.

               (d) The rights of the Certificateholders to receive distributions
in respect of the Certificates, and all interests of the Certificateholders in
such distributions, shall be as set forth in this Agreement. Neither the Holders
of any Class of Certificates nor the Trustee, the Trust Administrator nor the
Master Servicer shall in any way be responsible or liable to the Holders of any
other Class of Certificates in respect of amounts properly previously
distributed on the Certificates.

               (e) Except as otherwise provided in Section 9.01, whenever the
Trust Administrator expects that the final distribution with respect to any
Class of Certificates will be made on the next Distribution Date, the Trust
Administrator shall, no later than five (5) days after the related Determination
Date, mail to each Holder on such date of such Class of Certificates a notice to
the effect that:

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

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

               Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set
aside and held in trust by the Trust Administrator and credited to the account
of the appropriate non-tendering Holder or Holders. If any Certificates as to
which notice has been given pursuant to this Section 4.01(e) shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trust Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trust Administrator shall, directly or
through an agent, mail a final notice to remaining non-tendering
Certificateholders concerning surrender of their Certificates but shall continue
to hold any remaining funds for the benefit of non-tendering Certificateholders.
The costs and expenses of maintaining the funds in trust and of contacting such
Certificateholders shall be paid out of the assets remaining in


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such trust fund. If within one year after the final notice any such Certificates
shall not have been surrendered for cancellation, the Trust Administrator shall
pay to Salomon Smith Barney Inc. all such amounts, and all rights of
non-tendering Certificateholders in or to such amounts shall thereupon cease. No
interest shall accrue or be payable to any Certificateholder on any amount held
in trust by the Trust Administrator as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01(e).

               (f) Notwithstanding anything to the contrary herein, (i) in no
event shall the Certificate Principal Balance of a Class A Certificate or a
Mezzanine Certificate be reduced more than once in respect of any particular
amount both (a) allocated to such Certificate in respect of Realized Losses
pursuant to Section 4.04 and (b) distributed to the Holder of such Certificate
in reduction of the Certificate Principal Balance thereof pursuant to this
Section 4.01 from Net Monthly Excess Cashflow and (ii) in no event shall the
Uncertificated Balance of a REMIC I Regular Interest or REMIC II Regular
Interest to be reduced more than once in respect of any particular amount both
(a) allocated to such REMIC I Regular Interest or REMIC II Regular Interest in
respect of Realized Losses pursuant to Section 4.04 and (b) distributed on such
REMIC I Regular Interest or REMIC II Regular Interest in reduction of the
Uncertificated Balance thereof pursuant to this Section 4.01.

               SECTION 4.02.          Statements to Certificateholders.

               On each Distribution Date, the Trust Administrator shall prepare
and make available to each Holder of the Regular Certificates and the NIMS
Insurer, a statement as to the distributions made on such Distribution Date
setting forth:

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

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

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

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

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

            (vi) the number, aggregate principal balance, weighted average
        remaining term to maturity and weighted average Mortgage Rate of the
        Mortgage Loans as of the related Due Date and the number and aggregate
        principle balance of all Subsequent Mortgage Loans added during the
        preceding Due Period;


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

          (viii) 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 Stated Principal Balance of
        such Mortgage Loan as of the date it became an REO Property;

            (ix) the book value and the Stated Principal Balance of any REO
        Property as of the close of business on the last Business Day of the
        calendar month preceding the Distribution Date;

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

            (xi) the aggregate amount of Realized Losses incurred during the
        related Prepayment Period (or, in the case of Bankruptcy Losses
        allocable to interest, during the related Due Period), separately
        identifying whether such Realized Losses constituted Bankruptcy Losses
        and the aggregate amount of Realized Losses incurred since the Closing
        Date;

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

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

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

            (xv) the Interest Distribution Amount in respect of the Class A
        Certificates, the Class S Certificates, the Mezzanine Certificates and
        the Class CE Certificates for such Distribution Date and the Interest
        Carry Forward Amount, if any, with respect to the Class A Certificates,
        the Class S Certificates, the Mezzanine Certificates and the Class S
        Certificates on such Distribution Date, and in the case of the Class A
        Certificates, the Mezzanine Certificates, the Class S Certificates and
        the Class CE Certificates, separately identifying any reduction thereof
        due to allocations of Realized Losses, Prepayment Interest Shortfalls
        and Relief Act Interest Shortfalls;



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           (xvi) the aggregate amount of any Prepayment Interest Shortfall for
        such Distribution Date, to the extent not covered by payments by the
        Master Servicer pursuant to Section 4.03(e) or allocated to the Class CE
        Certificates;

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

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

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

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

           (xxi) with respect to any Mortgage Loan as to which foreclosure
        proceedings have been concluded, the loan number and unpaid principal
        balance of such Mortgage Loan as of the date of such conclusion of
        foreclosure proceedings;

          (xxii) with respect to Mortgage Loans as to which a Final Liquidation
        has occurred, the number of Mortgage Loans, the unpaid principal balance
        of such Mortgage Loans as of the date of such Final Liquidation and the
        amount of proceeds (including Liquidation Proceeds and Insurance
        Proceeds) collected in respect of such Mortgage Loans;

         (xxiii) the respective Pass-Through Rates applicable to the Class A
        Certificates, the Mezzanine Certificates, the Class S Certificates and
        the Class CE Certificates for such Distribution Date and the
        Pass-Through Rate applicable to the Class AV Certificates and the
        Mezzanine Certificates for the immediately succeeding Distribution Date;

            (xxiv) the amount on deposit in the Pre-Funding Accounts, the Net
        WAC Rate Carryover Reserve Account and the Interest Coverage Accounts as
        of the Determination Date;

           (xxv) for the distribution occurring on the Distribution Date
        immediately following the end of the Funding Period, the current balance
        on deposit in the Pre-Funding Accounts that has not been used to
        purchase Subsequent Mortgage Loans and that is being distributed to the
        related Class A Certificateholders as a mandatory prepayment of
        principal, if any, on such Distribution Date; and

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

               The Trust Administrator will make such statement (and, at its
option, any additional files containing the same information in an alternative
format) available each month to Certificateholders, the NIMS Insurer, the Master
Servicer, the Trustee and the Rating Agencies via


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the Trust Administrator's internet website. The Trust Administrator's internet
website shall initially be located at http:\\www-apps.gis.deutsche-bank.com/invr
and assistance in using the website can be obtained by calling the Trust
Administrator's customer service desk at 1-800-735-7777. Parties that are unable
to use the above distribution options are entitled to have a paper copy mailed
to them via first class mail by calling the customer service desk and indicating
such. The Trust Administrator shall have the right to change the way such
statements are distributed in order to make such distribution more convenient
and/or more accessible to the above parties and the Trust Administrator shall
provide timely and adequate notification to all above parties regarding any such
changes.

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

               Within a reasonable period of time after the end of each calendar
year, the Trust Administrator shall furnish to the NIMS Insurer and each Person
who at any time during the calendar year was a Holder of a Regular Certificate a
statement containing the information set forth in subclauses (i) through (iii)
above, aggregated for such calendar year or applicable portion thereof during
which such person was a Certificateholder. Such obligation of the Trust
Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trust
Administrator pursuant to any requirements of the Code as from time to time are
in force.

               Within a reasonable period of time after the end of each calendar
year, the Trust Administrator shall furnish to the NIMS Insurer and each Person
who at any time during the calendar year was a Holder of a Residual Certificate
a statement setting forth the amount, if any, actually distributed with respect
to the Residual Certificates, as appropriate, aggregated for such calendar year
or applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trust Administrator shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
prepared by the Trust Administrator and furnished to such Holders pursuant to
the rules and regulations of the Code as are in force from time to time.

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

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



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               SECTION 4.03.          Remittance Reports and Other Reports to
                                      the Trust Administrator and the Trustee;
                                      Advances; Payments in Respect of
                                      Prepayment Interest Shortfalls.

               (a) On the Master Servicer Reporting Date, the Master Servicer
shall deliver to the Trust Administrator and the NIMS Insurer by telecopy (or by
such other means as the Master Servicer, the Trust Administrator and the NIMS
Insurer may agree from time to time) a Remittance Report with respect to the
related Distribution Date. Such Remittance Report will include (i) the amount of
Advances to be made by the Master Servicer in respect of the related
Distribution Date, the aggregate amount of Advances outstanding after giving
effect to such Advances, and the aggregate amount of Nonrecoverable Advances in
respect of such Distribution Date and (ii) such other information with respect
to the Mortgage Loans as the Trust Administrator may reasonably require to
perform the calculations necessary to make the distributions contemplated by
Section 4.01 and to prepare the statements to Certificateholders contemplated by
Section 4.02. The Trust Administrator shall not be responsible to recompute,
recalculate or verify any information provided to it by the Master Servicer.

               Not later than fifteen days after each Distribution Date, the
Master Servicer shall forward to the Trust Administrator, the Trustee, the NIMS
Insurer and the Depositor a statement prepared by the Master Servicer setting
forth the status of the Collection Account as of the close of business on such
Distribution Date and showing, for the period covered by such statement, the
aggregate amount of deposits into and withdrawals from the Collection Account of
each category of deposit specified in Section 3.04(b) and each category of
withdrawal specified in Section 3.05. Such statement may be in the form of the
then current Fannie Mae Monthly Accounting Report for its Guaranteed Mortgage
Pass-Through Program with appropriate additions and changes, and shall also
include information as to the aggregate of the outstanding principal balances of
all of the Mortgage Loans as of the last day of the calendar month immediately
preceding such Distribution Date. Copies of such statement shall be provided by
the Trust Administrator to any Certificateholder and to any Person identified to
the Trust Administrator as a prospective transferee of a Certificate, upon
request at the expense of the requesting party, provided such statement is
delivered by the Master Servicer to the Trust Administrator.

               (b) The amount of Advances to be made by the Master Servicer for
any Distribution Date shall equal, subject to Section 4.03(d), the sum of (i)
the aggregate amount of Monthly Payments (with each interest portion thereof net
of the related Servicing Fee), due on the related Due Date in respect of the
Mortgage Loans, which Monthly Payments were delinquent as of the close of
business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which such REO Property an REO Disposition did not
occur during the related Prepayment Period, an amount equal to the excess, if
any, of the Monthly Payments (with each interest portion thereof net of the
related Servicing Fee) that would have been due on the related Due Date in
respect of the related Mortgage Loans, over the net income from such REO
Property transferred to the Distribution Account pursuant to Section 3.13 for
distribution on such Distribution Date.

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


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the Distribution Account an amount equal to the aggregate amount of Advances, if
any, to be made in respect of the Mortgage Loans and REO Properties for the
related Distribution Date either (i) from its own funds or (ii) from the
Collection Account, to the extent of funds held therein for future distribution
(in which case, it will cause to be made an appropriate entry in the records of
Collection Account that amounts held for future distribution have been, as
permitted by this Section 4.03, used by the Master Servicer in discharge of any
such Advance) or (iii) in the form of any combination of (i) and (ii)
aggregating the total amount of Advances to be made by the Master Servicer with
respect to the Mortgage Loans and REO Properties. Any amounts held for future
distribution used by the Master Servicer to make a Advance as permitted in the
preceding sentence or withdrawn by the Master Servicer as permitted in Section
3.05(a)(vii) in reimbursement of Advances previously made shall be appropriately
reflected in the Master Servicer's records and replaced by the Master Servicer
by deposit in the Collection Account on or before any future Master Servicer
Remittance Date to the extent that the Available Funds for the related
Distribution Date (determined without regard to Advances to be made on the
Master Servicer Remittance Date) shall be less than the total amount that would
be distributed to the Classes of Certificateholders pursuant to Section 4.01 on
such Distribution Date if such amounts held for future distributions had not
been so used to make Advances. The Trust Administrator will provide notice to
the Master Servicer, the Trustee and the NIMS Insurer by telecopy by the close
of business on any Master Servicer Remittance Date in the event that the amount
remitted by the Master Servicer to the Trust Administrator on such date is less
than the Advances required to be made by the Master Servicer for the related
Distribution Date.

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

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

               (e) The Master Servicer shall deliver to the Trust Administrator
for deposit into the Distribution Account on or before 3:00 p.m. New York time
on the Master Servicer Remittance Date from its own funds an amount
("Compensating Interest") equal to the lesser of (i) the aggregate of the
Prepayment Interest Shortfalls for the related Distribution Date resulting
solely from Principal Prepayments during the related Prepayment Period and (ii)
the amount of its aggregate Servicing Fee for the most recently ended calendar
month. The Master Servicer shall not have the right to reimbursement for any
amounts remitted to the Trust Administrator in respect of Prepayment Interest
Shortfalls. Such amounts so remitted shall be included in the Available Funds
and distributed therewith on the next Distribution Date. The Master Servicer
shall not be obligated to pay any amounts with respect to Relief Act Interest
Shortfalls.


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               SECTION 4.04.          Allocation of Realized Losses.

               (a) On or before each Determination Date, the Master Servicer
shall determine as to each Mortgage Loan and REO Property: (i) the total amount
of Realized Losses, if any, incurred in connection with any Final Recovery
Determinations made during the related Prepayment Period; (ii) whether and the
extent to which such Realized Losses constituted Bankruptcy Losses and (iii) the
respective portions of such Realized Losses allocable to interest and allocable
to principal. On or before each Determination Date, the Master Servicer shall
also determine as to each Mortgage Loan: (A) the total amount of Realized
Losses, if any, incurred in connection with any Deficient Valuations made during
the related Prepayment Period and (B) the total amount of Realized Losses, if
any, incurred in connection with Debt Service Reductions in respect of Monthly
Payments due during the related Due Period. The information described in the two
preceding sentences that is to be supplied by the Master Servicer shall be
evidenced by an Officers' Certificate delivered to the Trustee and the Trust
Administrator by the Master Servicer on the Master Servicer Reporting Date
immediately following the end of (x) in the case of Bankruptcy Losses allocable
to interest, the Due Period during which any such Realized Loss was incurred,
and (y) in the case of all other Realized Losses, the Prepayment Period during
which any such Realized Loss was incurred.

               (b) All Realized Losses on the Mortgage Loans shall be allocated
to any REMIC II Regular Interest pursuant to Section 4.04(c), shall be allocated
by the Trust Administrator on each Distribution Date as follows: first, to Net
Monthly Excess Cashflow; second, to the Class CE Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; third, to the
Class M-4 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; fourth, to the Class M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; fifth, to the Class M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; and sixth, to the Class M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero. All Realized Losses to be
allocated to the Certificate Principal Balances of all Classes on any
Distribution Date shall be so allocated after the actual distributions to be
made on such date as provided above. All references above to the Certificate
Principal Balance of any Class of Certificates shall be to the Certificate
Principal Balance of such Class immediately prior to the relevant Distribution
Date, before reduction thereof by any Realized Losses, in each case to be
allocated to such Class of Certificates, on such Distribution Date.

               Any allocation of Realized Losses to a Mezzanine Certificate on
any Distribution Date shall be made by reducing the Certificate Principal
Balance thereof by the amount so allocated; any allocation of Realized Losses to
a Class CE Certificate shall be made by reducing the amount otherwise payable in
respect thereof pursuant to Section 4.01(a)(4)(vii). No allocations of any
Realized Losses shall be made to the Certificate Principal Balances of the Class
A Certificates or the Class P Certificates.

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


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allocated among the Certificates of such Class in proportion to the Percentage
Interests evidenced thereby.

               (c) All Realized Losses on the Mortgage Loans shall be allocated
by the Trust Administrator on each Distribution Date, first to REMIC I Regular
Interest I-LTA and REMIC I Regular Interest I-LTC, until the Uncertificated
Balance of each such REMIC I Regular Interest has been reduced to zero and then
to REMIC I Regular Interest I-LTB, until the Uncertificated Balance has been
reduced to zero; provided however, with respect to the first two Distribution
Dates, all Realized Losses on the Initial Mortgage Loans shall be allocated
first to REMIC I Regular Interest I-LTA until the Uncertificated Balance thereof
has been reduced to zero and then to REMIC I Regular Interest I-LTB until the
Uncertificated Balance thereof has been reduced to zero, and all Realized Losses
on the Subsequent Mortgage Loans shall be allocated to REMIC I Regular Interest
I-LTC until the Uncertificated Balance thereof has been reduced to zero.

               (d) All Realized Losses on the Mortgage Loans shall be allocated
by the Trust Administrator on each Distribution Date to the following REMIC II
Regular Interests in the specified percentages, as follows: first, to
Uncertificated Interest payable to the REMIC II Regular Interest II-LTAA and
REMIC II Regular Interest II-LTZZ up to an aggregate amount equal to the REMIC
II Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Balances of the REMIC II Regular Interest II-LTAA and REMIC II
Regular Interest II-LTZZ up to an aggregate amount equal to the REMIC II
Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM4 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM4 has been reduced to zero; fourth to the Uncertificated Balances of REMIC
II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM3 and REMIC II
Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC II Regular Interest II-LTM3 has been reduced to zero; fifth to
the Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II
Regular Interest II-LTM2 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM2 has been reduced to zero; and sixth to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM1 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM1 has been reduced to
zero.

               SECTION 4.05.          Compliance with Withholding Requirements.

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

               SECTION 4.06.          Commission Reporting.



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               Within 15 days after each Distribution Date, the Trust
Administrator shall file with the Commission via the Electronic Data Gathering
and Retrieval System, a Form 8-K with a copy of the statement to
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
January 30, 2003, the Trust Administrator shall file a Form 15 Suspension
Notification with respect to the Trust Fund, if applicable. Prior to March 31,
2003, the Trust 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 Trust 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 the earlier of (i) receipt by the Trust Administrator from the Depositor
of written termination of such power of attorney and (ii) the termination of the
Trust Fund. Promptly after filing any Form 8-K or Form 10- K pursuant to this
Section 4.06, the Trust Administrator shall deliver a copy of such Form 8-K or
Form 10-K, as the case may be, to the Depositor. The Depositor agrees to
promptly furnish to the Trust 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 Trust Administrator
reasonably deems appropriate to prepare and file all necessary reports with the
Commission.

               SECTION 4.07.          [Reserved].

               SECTION 4.08.          Pre-Funding Accounts.

               (a) No later than the Closing Date, the Trust Administrator shall
establish, as agent for the Trustee, and maintain two segregated trust accounts
that are each Eligible Accounts, which shall be titled "Group I Pre-Funding
Account, Bankers Trust Company of California. N.A. as agent for the U.S. Bank
National Association, as Trustee for the registered holders of Ameriquest
Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2002-1"
(the "Group I Pre- Funding Account") and "Group II Pre-Funding Account, Bankers
Trust Company of California. N.A. as agent for U.S. Bank National Association,
as Trustee for the registered holders of Ameriquest Mortgage Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2002-1" (the "Group II
Pre-Funding Account"). The Trust Administrator shall, promptly upon receipt,
deposit in the applicable Pre-Funding Account and retain therein the Original
Group I Pre-Funded Amount and the Original Group II Pre-Funding Account, as
applicable, remitted on the Closing Date to the Trust Administrator by the
Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by
the Trust Administrator for the Certificateholders for the uses and purposes set
forth herein.

               (b) The Trust Administrator will invest funds deposited in the
Pre-Funding Accounts in Permitted Investments of the kind described in clauses
(i), (v) or (vi) of the definition of Permitted Investments, as directed by the
Master Servicer, with a maturity date no later than the second Business Day
preceding each Distribution Date. For federal income tax purposes, the holder of
the largest Percentage Interest of the Residual Certificates shall be the owner
of the Pre-Funding Accounts and shall report all items of income, deduction,
gain or loss arising therefrom. All income and gain realized from investment of
funds deposited in the Pre-Funding Accounts shall be transferred to the Interest
Coverage Account on the Business Day immediately preceding each Distribution
Date. The Master Servicer shall deposit in the Pre-Funding Accounts the amount
of any net loss incurred in respect of any such Permitted Investment immediately
upon realization of such


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loss without any right of reimbursement therefor. The Pre-Funding Accounts will
not be an asset of any Trust REMIC.

               (c) Amounts on deposit in the Pre-Funding Accounts shall be
withdrawn by the Trust Administrator as follows:

               (i) On any Subsequent Transfer Date, the Trust Administrator
        shall withdraw from the related Pre-Funding Account an amount equal to
        100% of the Stated Principal Balances of the Subsequent Mortgage Loans
        transferred and assigned to the Trustee for deposit in the Mortgage Pool
        on such Subsequent Transfer Date and pay such amount to or upon the
        order of the Depositor upon satisfaction of the conditions set forth in
        Section 2.10 with respect to such transfer and assignment;

               (ii) if the amount on deposit in the related Pre-Funding Account
        has not been reduced to zero during the Funding Period, on the day
        immediately following the termination of the Funding Period, the Trust
        Administrator shall deposit into the Distribution Account any amounts
        remaining in the related Pre-Funding Account, net of any gain realized
        from the investment of funds on deposit therein to the extent not
        previously paid to the Interest Coverage Account, for distribution in
        accordance with the terms hereof;

               (iii) to withdraw any amount not required to be deposited in the
        Pre-Funding Accounts or deposited therein in error;

               (iv) to distribute to the Group I Interest Coverage Account or
        the Group II Interest Coverage Account, as applicable, any income and
        gain realized from the investment of funds in the Group I Pre-Funding
        Account or the Group II Pre-Funding Account, as applicable; and

               (v) to clear and terminate the Pre-Funding Accounts upon the
        earlier to occur of (A) the day immediately following the end of the
        Funding Period and (B) the termination of this Agreement, with any
        amounts remaining on deposit therein being paid to the Holders of the
        Certificates then entitled to distributions in respect of principal.

               SECTION 4.09.          Interest Coverage Account.

               (a) No later than the Closing Date, the Trust Administrator, as
agent for the Trustee, shall establish and maintain two segregated trust
accounts that are Eligible Accounts, which shall be titled "Group I Interest
Coverage Account, Bankers Trust Company of California, N.A., as agent for U.S.
Bank National Association, as Trustee for the registered holders of Ameriquest
Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2002-1"
(the "Group I Interest Coverage Account") and "Group II Interest Coverage
Account, Bankers Trust Company of California, N.A., as agent for U.S. Bank
National Association, as Trustee for the registered holders of Ameriquest
Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2002-1"
(the "Group II Interest Coverage Account"). The Trust Administrator shall,
promptly upon receipt, deposit in the applicable Interest Coverage Account and
retain therein the Group I Interest Coverage Amount and the Group II Interest
Coverage Amount, as applicable, remitted on the Closing Date to


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the Trust Administrator by the Depositor. Funds deposited in the Interest
Coverage Accounts shall be held in trust by the Trust Administrator for the
Certificateholders for the uses and purposes set forth herein

               (b) The Trust Administrator will invest funds deposited in the
Interest Coverage Accounts in Permitted Investments of the kind described in
clauses (i), (v) or (vi) of the definition of Permitted Investments, as directed
by the Master Servicer, with a maturity date no later than the second Business
Day preceding each Distribution Date. For federal income tax purposes, the
holder of the largest Percentage Interest of the Residual Certificates shall be
the owner of the Interest Coverage Accounts and shall report all items of
income, deduction, gain or loss arising therefrom. At no time will the Interest
Coverage Accounts be an asset of any Trust REMIC. All income and gain realized
from investment of funds deposited in the Interest Coverage Accounts shall be
for the sole and exclusive benefit of the Master Servicer and shall be remitted
by the Trust Administrator to the Master Servicer on the first Business Day
following each Distribution Date. The Master Servicer shall deposit in the
Interest Coverage Accounts the amount of any net loss incurred in respect of any
such Permitted Investment immediately upon realization of such loss.

               (c) On each Distribution Date during the Funding Period and on
the Distribution Date immediately following the end of the Funding Period, the
Trust Administrator shall withdraw from the Interest Coverage Accounts and
deposit in the Distribution Account an amount equal to 30 days' interest on the
excess, if any, of the Group I Original Pre-Funded Amount or Group II Original
Pre-Funded Amount, as applicable, over the aggregate Principal Balance of
Subsequent Group I Mortgage Loans or Subsequent Group II Mortgage Loans, as
applicable, that both (i) had a Due Date during the Due Period relating to such
Distribution Date and (ii) had a Subsequent Cut-off Date prior to the first day
of the month in which such Distribution Date occurs, at a per annum rate equal
to the Pass-Through Rate of the Offered Certificates for such Distribution Date,
with the Pass-Through Rate on the Class A Certificates and the Mezzanine
Certificates, solely for the purposes of the foregoing calculation, each being
multiplied by a fraction, the numerator of which is the actual number of days in
the Accrual Period for such Class for such Distribution Date, and the
denominator of which is 30.

               (d) Upon the earlier of (i) the Distribution Date immediately
following the end of the Funding Period, (ii) the reduction of the Certificate
Principal Balance of the Class A Certificates and the Mezzanine Certificates to
zero or (iii) the termination of this Agreement in accordance with Section 9.01,
any amount remaining on deposit in the Interest Coverage Accounts after
distributions pursuant to paragraph (c) and (d) above shall be withdrawn by the
Trust Administrator and paid to the Depositor or its designee.

               SECTION 4.10           Net WAC Rate Carryover Reserve Account.

               (a) No later than the Closing Date, the Trust Administrator shall
establish and maintain with itself, as agent for the Trustee, a separate,
segregated trust account titled, "Net WAC Rate Carryover Reserve Account,
Bankers Trust Company of California, N.A., as agent for U.S. Bank National
Association, as Trustee, in trust for the registered holders of Ameriquest
Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series
2002-1." On the Closing Date, the


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Depositor will deposit, or cause to be deposited, into the Net WAC Rate
Carryover Reserve Account $1,000.

               (b) On each Distribution Date as to which there is a Net WAC Rate
Carryover Amount payable to the Class A Certificates, the Class S Certificates
or the Mezzanine Certificates, the Trust Administrator has been directed by the
Class CE Certificateholders to, and therefore will, deposit into the Net WAC
Rate Carryover Reserve Account the amount of such Net WAC Rate Carryover Amount,
rather than distributing such amounts to the Class CE Certificateholders. On
each such Distribution Date, the Trust Administrator shall hold all such amounts
for the benefit of the Holders of the Class A Certificates, the Class S
Certificates and the Mezzanine Certificates, and will distribute such amounts to
the Holders of the Class A Certificates, the Class S Certificates and the
Mezzanine Certificates in the amounts and priorities set forth in Section
4.01(a). If no Net WAC Rate Carryover Amounts are payable on a Distribution
Date, the Trust Administrator shall deposit into the Net WAC Rate Carryover
Reserve Account on behalf of the Class CE Certificateholders, from amounts
otherwise distributable to the Class CE Certificateholders, an amount such that
when added to other amounts already on deposit in the Net WAC Rate Carryover
Reserve Account, the aggregate amount on deposit therein is equal to $1,000.

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

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

               (e) At the direction of the Holders of a majority in Percentage
Interest in the Class CE Certificates, the Trust Administrator shall direct any
depository institution maintaining the Net WAC Rate Carryover Reserve Account to
invest the funds in such account in one or more Permitted Investments bearing
interest or sold at a discount, and maturing, unless payable on demand, (i) no
later than the Business Day immediately preceding the date on which such funds
are required to be withdrawn from such account pursuant to this Agreement, if a
Person other than the Trust Administrator or an Affiliate manages or advises
such investment, and (ii) no later than the date on


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which such funds are required to be withdrawn from such account pursuant to this
Agreement, if the Trust Administrator or an Affiliate manages or advises such
investment. If no investment direction of the Holders of a majority in
Percentage Interest in the Class CE Certificates with respect to the Net WAC
Rate Carryover Reserve Account is received by the Trust Administrator, the Trust
Administrator shall invest the funds in the Deutsche Bank Institutional Cash
Management Fund 16- 79 so long as it is a Permitted Investment. Interest earned
on such investment shall be deposited into the Net WAC Rate Carryover Reserve
Account.

               (f) For federal tax return and information reporting, the right
of the Holders of the Class A Certificates, the Class S Certificates and the
Mezzanine Certificates to receive payments from the Net WAC Rate Carryover
Reserve Account in respect of any Net Wac Rate Carryover Amount shall be
assigned a value of zero.

               SECTION 4.11.          Initial Deposit Account.

               On behalf of the Trust Fund, the Trust Administrator shall
establish and maintain the Initial Deposit Account, held in trust for the
benefit of the Certificateholders. On the Closing Date, the Depositor shall
remit or cause to be remitted to the Trust Administrator, for deposit in the
Initial Deposit Account, the Initial Deposit and the Trust Administrator shall
deposit the Initial Deposit, to the extent received by it, into the Initial
Deposit Account and invest such funds as directed by the Depositor. The Initial
Deposit Account shall be treated as an "outside reserve fund" under applicable
Treasury regulations and shall not be part of any Trust REMIC.

               All income in the nature of interest from the investment of funds
in the Initial Deposit Account shall be for the benefit of the Depositor. The
Depositor shall remit from its own funds to the Trust Administrator for deposit
in the Initial Deposit Account the amount of any loss incurred on Permitted
Investments in the Initial Deposit Account, and the Trust Administrator shall
deposit such amount remitted to it by the Depositor into the Initial Deposit
Account. Any investment earnings on the Initial Deposit Account shall be treated
as owned by the Depositor and will be taxable to the Depositor. The Trust
Administrator shall be required to withdraw such earnings from the Initial
Deposit Account and remit the same to the Depositor on the first Distribution
Date, and shall thereupon terminate such accounts.





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                                    ARTICLE V

                                THE CERTIFICATES

               SECTION 5.01.          The Certificates.

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

               The Certificates will be substantially in the forms annexed
hereto as Exhibits A-1 through A-15. The Certificates of each Class will be
issuable in registered form only, in denominations of authorized Percentage
Interests as described in the definition thereof. Each Certificate will share
ratably in all rights of the related Class.

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

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


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

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

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


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in the delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed by
the Trust Administrator, to the extent applicable with respect to such
Definitive Certificates, and the Trust Administrator shall recognize the Holders
of the Definitive Certificates as Certificateholders hereunder.

               SECTION 5.02.          Registration of Transfer and Exchange of
                                      Certificates.

               (a) The Trust Administrator shall cause to be kept at one of the
offices or agencies to be appointed by the Trust Administrator in accordance
with the provisions of Section 8.12 a Certificate Register for the Certificates
in which, subject to such reasonable regulations as it may prescribe, the Trust
Administrator shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trust
Administrator will initially serve as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The Certificate Registrar may appoint, by a written instrument
delivered to the Master Servicer and the Depositor, any other bank or trust
company to act as Certificate Registrar under such conditions as the predecessor
Certificate Registrar may prescribe, provided that the predecessor Certificate
Registrar shall not be relieved of any of its duties or responsibilities
hereunder by reason of such appointment. If the Trust Administrator shall at any
time not be the Certificate Registrar, the Trust Administrator shall have and
maintain the right to inspect the Certificate Register or to obtain a copy
thereof at all reasonable times, and to rely conclusively upon a certificate of
the Certificate Registrar as to the information set forth in the Certificate
Register.

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


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Certificate, a Class P Certificate or a Residual Certificate shall, and does
hereby agree to, indemnify the Trustee, the Trust Administrator, the Depositor,
the Certificate Registrar and the Master Servicer against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.

               (c) No transfer of a Class CE Certificate, Class P Certificate or
Residual Certificate or any interest therein shall be made to any Plan subject
to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly,
on behalf of any such Plan or any Person acquiring such Certificates with "Plan
Assets" of a Plan within the meaning of the Department of Labor regulation
promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets") unless the Depositor,
the Trustee, the Trust Administrator and the Master Servicer are provided with
an Opinion of Counsel which establishes to the satisfaction of the Depositor,
the Trustee, the Trust Administrator and the Master Servicer that the purchase
of such Certificates is permissible under applicable law, will not constitute or
result in any prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Depositor, the Master Servicer, the Trustee, the Trust
Administrator or the Trust Fund to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator or the Trust Fund. Unless such Opinion of Counsel is provided, any
prospective Transferee of such Certificates must provide a certification in the
form of Exhibit G to this Agreement (or other form acceptable to the Depositor,
the Trustee, the Trust Administrator and the Master Servicer), which the Trust
Administrator may rely upon without further inquiry or investigation. Neither an
Opinion of Counsel nor any certification will be required in connection with the
initial transfer of any such Certificate by the Depositor to an affiliate of the
Depositor (in which case, the Depositor or any affiliate thereof shall have
deemed to have represented that such affiliate is not a Plan or a Person
investing Plan Assets) and the Trust Administrator shall be entitled to
conclusively rely upon a representation (which, upon the request of the Trust
Administrator, shall be a written representation) from the Depositor of the
status of such transferee as an affiliate of the Depositor.

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

               If any Class CE Certificate, Class P Certificate or Residual
Certificate or any interest therein is acquired or held in violation of the
provisions of the preceding paragraph, the next preceding permitted beneficial
owner will be treated as the beneficial owner of that Certificate retroactive to
the date of transfer to the purported beneficial owner. Any purported beneficial
owner whose acquisition or holding of any such Certificate or interest therein
was effected in violation of the provisions of the preceding paragraph shall
indemnify and hold harmless the Depositor, the


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Master Servicer, the Trustee, the Trust Administrator, the NIMS Insurer and the
Trust Fund from and against any and all liabilities, claims, costs or expenses
incurred by those parties as a result of that acquisition or holding.

               (d)(i) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Certificate Registrar or its designee
under clause (iii)(A) below to deliver payments to a Person other than such
Person and to negotiate the terms of any mandatory sale under clause (iii)(B)
below and to execute all instruments of Transfer and to do all other things
necessary in connection with any such sale. The rights of each Person acquiring
any Ownership Interest in a Residual Certificate are expressly subject to the
following provisions:

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

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

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

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

               (E) Each Person holding or acquiring an Ownership Interest in a
        Residual Certificate, by purchasing an Ownership Interest in such
        Certificate, agrees to give the Certificate Registrar written notice
        that it is a "pass-through interest holder" within the


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        meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A)
        immediately upon acquiring an Ownership Interest in a Residual
        Certificate, if it is, or is holding an Ownership Interest in a Residual
        Certificate on behalf of, a "pass-through interest holder."

               (ii) The Certificate Registrar will register the Transfer of any
Residual Certificate only if it shall have received the Transfer Affidavit and
Agreement and all of such other documents as shall have been reasonably required
by the Certificate Registrar as a condition to such registration. In addition,
no Transfer of a Residual Certificate shall be made unless the Certificate
Registrar shall have received a representation letter from the Transferee of
such Certificate to the effect that such Transferee is a Permitted Transferee.

               (iii)(A) If any purported Transferee shall become a Holder of a
Residual Certificate in violation of the provisions of this Section 5.02(d),
then the last preceding Permitted Transferee shall be restored, to the extent
permitted by law, to all rights as holder thereof retroactive to the date of
registration of such Transfer of such Residual Certificate. The Certificate
Registrar shall be under no liability to any Person for any registration of
Transfer of a Residual Certificate that is in fact not permitted by this Section
5.02(d) or for making any payments due on such Certificate to the holder thereof
or for taking any other action with respect to such holder under the provisions
of this Agreement.

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

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


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record holders at any time any Person which is a Disqualified Organization.
Reasonable compensation for providing such information may be accepted by the
Trust Administrator.

               (v) The provisions of this Section 5.02(d) set forth prior to
this subsection (v) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trust Administrator at the expense of the party
seeking to modify, add to or eliminate any such provision the following:

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

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

               The Trust Administrator shall forward to the NIMS Insurer a copy
of the items delivered to it pursuant to (A) and (B) above.

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

               (f) At the option of the Holder thereof, any Certificate may be
exchanged for other Certificates of the same Class with authorized denominations
and a like aggregate Percentage Interest, upon surrender of such Certificate to
be exchanged at any office or agency of the Trust Administrator maintained for
such purpose pursuant to Section 8.12. Whenever any Certificates are so
surrendered for exchange the Trustee, or the Trust Administrator on behalf of
the Trustee, shall execute and cause the Certificate Registrar to authenticate
and deliver the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Trust Administrator) be duly endorsed by,
or be accompanied by a written instrument of transfer in the form satisfactory
to the Trust Administrator and the Certificate Registrar duly executed by, the
Holder thereof or his attorney duly authorized in writing. In addition, with
respect to each Class R Certificate, the Holder thereof may exchange, in the
manner described above, such Class R Certificate for three separate
Certificates, each representing such Holder's respective Percentage Interest in
the Class R-1 Interest, the Class R-2 Interest and the Class R-3 Interest,
respectively, in each case that was evidenced by the Class R Certificate being
exchanged.



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

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

               (i) The Trust Administrator will cause the Certificate Registrar
(unless the Trust Administrator is acting as Certificate Registrar) to provide
notice to the Trust Administrator of each transfer of a Certificate and to
provide the Trust Administrator with an updated copy of the Certificate Register
on the first Business Day in January and June of each year, commencing in June
2003.

               (j) Any attempted or purported transfer of any Certificate in
violation of the provisions of Section 5.02(c) hereof shall be void ab initio
and such Certificate shall be considered to have been held continuously by the
prior permitted Holder.

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

               If (i) any mutilated Certificate is surrendered to the Trust
Administrator or the Certificate Registrar, or the Trust Administrator and the
Certificate Registrar receive evidence to their satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trustee,
the Trust Administrator, the NIMS Insurer 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 actual knowledge by the Trustee, the Trust Administrator
or the Certificate Registrar that such Certificate has been acquired by a bona
fide purchaser, the Trustee, or the Trust Administrator on behalf of the
Trustee, shall execute and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same
Class and of like denomination and Percentage Interest. Upon the issuance of any
new Certificate under this Section, the Trust Administrator may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC created hereunder, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

               SECTION 5.04.          Persons Deemed Owners.

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



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               SECTION 5.05.          Certain Available Information.

               On or prior to the date of the first sale of any Class CE
Certificate, Class P Certificate or Residual Certificate to an Independent third
party, the Depositor shall provide to the Trust Administrator ten copies of any
private placement memorandum or other disclosure document used by the Depositor
in connection with the offer and sale of the Class CE Certificates, Class P
Certificates or the Residual Certificates. In addition, if any such private
placement memorandum or disclosure document is revised, amended or supplemented
at any time following the delivery thereof to the Trust Administrator, the
Depositor promptly shall inform the Trust Administrator of such event and shall
deliver to the Trust Administrator ten copies of the private placement
memorandum or disclosure document, as revised, amended or supplemented. The
Trust Administrator shall maintain at its Corporate Trust Office and shall make
available free of charge during normal business hours for review by any Holder
of a Certificate or any Person identified to the Trust Administrator as a
prospective transferee of a Certificate, originals or copies of the following
items: (i) in the case of a Holder or prospective transferee of a Class CE
Certificate, a Class P Certificate or a Residual Certificate, the private
placement memorandum or other disclosure document relating to such Certificates,
if any, in the form most recently provided to the Trust Administrator; and (ii)
in all cases, (A) this Agreement and any amendments hereof entered into pursuant
to Section 11.01, (B) all monthly statements required to be delivered to
Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, and all other notices, reports, statements and written
communications delivered to the Certificateholders of the relevant Class
pursuant to this Agreement since the Closing Date, (C) all certifications
delivered by a Responsible Officer of the Trust Administrator since the Closing
Date pursuant to Section 10.01(h), (D) any and all Officers' Certificates
delivered to the Trust Administrator by the Master Servicer since the Closing
Date to evidence the Master Servicer's determination that any Advance or
Servicing Advance was, or if made, would be a Nonrecoverable Advance or
Nonrecoverable Servicing Advance, respectively, and (E) any and all Officers'
Certificates delivered to the Trust Administrator by the Master Servicer since
the Closing Date pursuant to Section 4.04(a). Copies and mailing of any and all
of the foregoing items will be available from the Trust Administrator upon
request at the expense of the person requesting the same.


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                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

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

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

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

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

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

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

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


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

               The Depositor, the NIMS Insurer, the Master Servicer and any
director, officer, employee or agent of the Depositor, the NIMS Insurer or the
Master 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 relating to any specific Mortgage Loan or Mortgage Loans (except as
any such loss, liability or expense shall be otherwise reimbursable pursuant to
this Agreement) or any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of reckless disregard of obligations and duties hereunder. Neither the
Depositor, the NIMS Insurer nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and, in its opinion,
does not involve it in any expense or liability; provided, however, that each of
the Depositor, the NIMS Insurer and the Master Servicer may in its discretion
undertake any such action which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, unless the
Depositor or the Master Servicer acts without the consent of Holders of
Certificates entitled to at least 51% of the Voting Rights (which consent shall
not be necessary in the case of litigation or other legal action by either to
enforce their respective rights or defend themselves hereunder), the legal
expenses and costs of such action and any liability resulting therefrom (except
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder) shall be expenses, costs
and liabilities of the Trust Fund, and the Depositor, the NIMS Insurer and the
Master Servicer shall be entitled to be reimbursed therefor from the Collection
Account as and to the extent provided in Section 3.05, any such right of
reimbursement being prior to the rights of the Certificateholders to receive any
amount in the Collection Account.

               SECTION 6.04.          Limitation on Resignation of the Master
                                      Servicer.

               The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon determination that its duties
hereunder are no longer permissible under applicable law or (ii) with the
written consent of the Trustee, the Trust Administrator, the NIMS Insurer and
written confirmation from each Rating Agency (which confirmation shall be
furnished to the Depositor, the NIMS Insurer, the Trust Administrator and the
Trustee) that such resignation will not cause such Rating Agency to reduce the
then current rating of the Class A Certificates, the Class S Certificates or the
Mezzanine Certificates. Any such determination pursuant to clause (i) of the
preceding sentence permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect obtained at the expense of the
Master Servicer and delivered to the Trustee, the Trust Administrator and the
NIMS Insurer. No resignation of the Master Servicer shall become effective until
the Trustee, the Trust Administrator or a successor servicer acceptable to the
NIMS Insurer shall have assumed the Master Servicer's responsibilities, duties,
liabilities


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(other than those liabilities arising prior to the appointment of such
successor) and obligations under this Agreement.

               Except as expressly provided herein, the Master Servicer shall
not assign or transfer any of its rights, benefits or privileges hereunder to
any other Person, nor delegate to or subcontract with, nor authorize or appoint
any other Person to perform any of the duties, covenants or obligations to be
performed by the Master Servicer hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer are transferred to a successor master
servicer, the entire amount of the Servicing Fee and other compensation payable
to the Master Servicer pursuant hereto shall thereafter be payable to such
successor master servicer.

               SECTION 6.05.          Rights of the Depositor in Respect of the
                                      Master Servicer.

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

               SECTION 6.06.          Sub-Servicing Agreements Between the
                                      Master Servicer and Sub-Servicers.

               (a) The Master Servicer may enter into Sub-Servicing Agreements
(provided that such agreements would not result in a withdrawal or a downgrading
by any Rating Agency of the


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ratings on any Class of Certificates and the NIMS Insurer shall have consented
to such Sub-Servicing Agreement) with Sub-Servicers, for the servicing and
administration of the Mortgage Loans.

               Each Sub-Servicer shall be (i) authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to enable the
Sub-Servicer to perform its obligations hereunder and under the Sub- Servicing
Agreement, (ii) an institution approved as a mortgage loan originator by the
Federal Housing Administration or an institution the deposit accounts in which
are insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage
servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer
requirements conforming to the provisions set forth in Section 6.11 and provide
for servicing of the Mortgage Loans consistent with the terms of this Agreement.
The Master Servicer will examine each Sub-Servicing Agreement and will be
familiar with the terms thereof. The terms of any Sub-Servicing Agreement will
not be inconsistent with any of the provisions of this Agreement. The Master
Servicer and the Sub-Servicers may enter into and make amendments to the
Sub-Servicing Agreements or enter into different forms of Sub-Servicing
Agreements; provided, however, that any such amendments or different forms shall
be consistent with and not violate the provisions of this Agreement, and that no
such amendment or different form shall be made or entered into which could be
reasonably expected to be materially adverse to the interests of the
Certificateholders, without the consent of the Holders of Certificates entitled
to at least 66% of the Voting Rights. Any variation without the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights from the
provisions set forth in Section 6.11 relating to insurance or priority
requirements of Sub-Servicing Accounts, or credits and charges to the Sub-
Servicing Accounts or the timing and amount of remittances by the Sub-Servicers
to the Master Servicer, are conclusively deemed to be inconsistent with this
Agreement and therefore prohibited. The Master Servicer shall deliver to the
Trust Administrator and the NIMS Insurer copies of all Sub- Servicing
Agreements, and any amendments or modifications thereof, promptly upon the
Master Servicer's execution and delivery of such instruments.

               (b) As part of its servicing activities hereunder, the Master
Servicer (except as otherwise provided in the last sentence of this paragraph),
for the benefit of the Trust Administrator, the Trustee and the
Certificateholders, shall enforce the obligations of each Sub-Servicer under the
related Sub-Servicing Agreement and of the Originator under the Mortgage Loan
Purchase Agreement, including, without limitation, any obligation to make
advances in respect of delinquent payments as required by a Sub-Servicing
Agreement, or to purchase a Mortgage Loan on account of missing or defective
documentation or on account of a breach of a representation, warranty or
covenant, as described in Section 2.03(a). Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements, and the pursuit of other appropriate remedies, shall be in such form
and carried out to such an extent and at such time as the Master Servicer, in
its good faith business judgment, would require were it the owner of the related
Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at
its own expense, and shall be reimbursed therefor only (i) from a general
recovery resulting from such enforcement, to the extent, if any, that such
recovery exceeds all amounts due in respect of the related Mortgage Loans or
(ii) from a specific recovery of costs, expenses or attorneys' fees against the
party against whom such enforcement is directed. Enforcement of the Mortgage
Loan Purchase Agreement against the Originator shall be effected by the Master
Servicer to the extent it is not the Originator,


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and otherwise by the Trust Administrator, in accordance with the foregoing
provisions of this paragraph.

               SECTION 6.07.          Successor Sub-Servicers.

               The Master Servicer, with the consent of the NIMS Insurer, shall
be entitled to terminate any Sub-Servicing Agreement and the rights and
obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in
accordance with the terms and conditions of such Sub-Servicing Agreement. In the
event of termination of any Sub-Servicer, all servicing obligations of such Sub-
Servicer shall be assumed simultaneously by the Master Servicer without any act
or deed on the part of such Sub-Servicer or the Master Servicer, and the Master
Servicer either shall service directly the related Mortgage Loans or shall enter
into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies
under Section 6.06.

               Any Sub-Servicing Agreement shall include the provision that such
agreement may be immediately terminated by the Trust Administrator or the
Trustee without fee, in accordance with the terms of this Agreement, in the
event that the Master Servicer shall, for any reason, no longer be the Master
Servicer (including termination due to a Master Servicer Event of Default).

               SECTION 6.08.          Liability of the Master Servicer.

               Notwithstanding any Sub-Servicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Master Servicer and a Sub-Servicer or reference to actions taken through a
Sub-Servicer or otherwise, the Master Servicer shall remain obligated and
primarily liable to the Trustee, the Trust Administrator and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Sub-Servicing Agreements or
arrangements or by virtue of indemnification from the Sub-Servicer and to the
same extent and under the same terms and conditions as if the Master Servicer
alone were servicing and administering the Mortgage Loans. The Master Servicer
shall be entitled to enter into any agreement with a Sub-Servicer for
indemnification of the Master Servicer by such Sub-Servicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.

               SECTION 6.09.          No Contractual Relationship Between
                                      Sub-Servicers and the NIMS Insurer, the
                                      Trust Administrator, the Trustee or
                                      Certificateholders.

               Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Master Servicer alone, and the NIMS Insurer, the Trustee, the Trust
Administrator and Certificateholders shall not be deemed parties thereto and
shall have no claims, rights, obligations, duties or liabilities with respect to
the Sub-Servicer except as set forth in Section 6.10. The Master Servicer shall
be solely liable for all fees owed by it to any Sub- Servicer, irrespective of
whether the Master Servicer's compensation pursuant to this Agreement is
sufficient to pay such fees.



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               SECTION 6.10.          Assumption or Termination of Sub-Servicing
                                      Agreements by Trust Administrator.

               In the event the Master Servicer shall for any reason no longer
be the master servicer (including termination due to a Master Servicer Event of
Default), the Trust Administrator or its designee shall thereupon assume (or
cause its designee or the successor master servicer for the Trust Administrator
appointed pursuant to Section 7.02 to assume) all of the rights and obligations
of the Master Servicer under each Sub-Servicing Agreement that the Master
Servicer may have entered into, unless the Trust Administrator elects to
terminate any Sub-Servicing Agreement in accordance with its terms as provided
in Section 6.07. Upon such assumption, the Trust Administrator, its designee or
the successor servicer for the Trust Administrator appointed pursuant to Section
7.02 shall be deemed, subject to Section 6.07, to have assumed all of the Master
Servicer's interest therein and to have replaced the Master Servicer as a party
to each Sub-Servicing Agreement to the same extent as if each Sub-Servicing
Agreement had been assigned to the assuming party, except that (i) the Master
Servicer shall not thereby be relieved of any liability or obligations under any
Sub- Servicing Agreement and (ii) none of the Trust Administrator, its designee
or any successor Master Servicer shall be deemed to have assumed any liability
or obligation of the Master Servicer that arose before it ceased to be the
Master Servicer.

               The Master Servicer at its expense shall, upon request of the
Trust Administrator, deliver to the assuming party all documents and records
relating to each Sub-Servicing Agreement and the Mortgage Loans then being
serviced and an accounting of amounts collected and held by or on behalf of it,
and otherwise use its best efforts to effect the orderly and efficient transfer
of the Sub-Servicing Agreements to the assuming party.

               SECTION 6.11.          Sub-Servicing Accounts.

               In those cases where a Sub-Servicer is servicing a Mortgage Loan
pursuant to a Sub- Servicing Agreement, the Sub-Servicer will be required to
establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account. The
Sub-Servicer shall deposit in the clearing account (which account must be an
Eligible Account) in which it customarily deposits payments and collections on
mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Sub-Servicer's
receipt thereof, all proceeds of Mortgage Loans received by the Sub-Servicer
less its servicing compensation to the extent permitted by the Sub-Servicing
Agreement, and shall thereafter deposit such amounts in the Sub-Servicing
Account, in no event more than two Business Days after the deposit of such funds
into the clearing account. The Sub- Servicer shall thereafter deposit such
proceeds in the Collection Account or remit such proceeds to the Master Servicer
for deposit in the Collection Account not later than two Business Days after the
deposit of such amounts in the Sub-Servicing Account. For purposes of this
Agreement, the Master Servicer shall be deemed to have received payments on the
Mortgage Loans when the Sub-Servicer receives such payments.


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                                   ARTICLE VII

                                     DEFAULT

               SECTION 7.01.          Master Servicer Events of Default.

               "Master Servicer Event of Default," wherever used herein, means
any one of the following events:

               (i) any failure by the Master Servicer to remit to the Trust
        Administrator for distribution to the Certificateholders any payment
        (other than a Advance required to be made from its own funds on any
        Master Servicer Remittance Date pursuant to Section 4.03) required to be
        made under the terms of the Certificates and this Agreement which
        continues unremedied for a period of one Business Day after the date
        upon which written notice of such failure, requiring the same to be
        remedied, shall have been given to the Master Servicer by the Depositor,
        the Trust Administrator or the Trustee (in which case notice shall be
        provided by telecopy), or to the Master Servicer, the Depositor, the
        Trust Administrator and the Trustee by the NIMS Insurer or the Holders
        of Certificates entitled to at least 25% of the Voting Rights; or

               (ii) any failure on the part of the Master Servicer duly to
        observe or perform in any material respect any of the covenants or
        agreements on the part of the Master Servicer contained in the
        Certificates or in this Agreement (or, if the Master Servicer is the
        Originator, the failure of the Originator to repurchase a Mortgage Loan
        as to which a breach has been established that requires a repurchase
        pursuant to the terms of Section 7 of the Mortgage Loan Purchase
        Agreement) which continues unremedied for a period of 45 days after the
        earlier of (i) the date on which written notice of such failure,
        requiring the same to be remedied, shall have been given to the Master
        Servicer by the Depositor, the Trust Administrator or the Trustee, or to
        the Master Servicer, the Depositor, the Trust Administrator and the
        Trustee by the NIMS Insurer or the Holders of Certificates entitled to
        at least 25% of the Voting Rights and (ii) actual knowledge of such
        failure by a Servicing Officer of the Master Servicer; or

               (iii) a decree or order of a court or agency or supervisory
        authority having jurisdiction in the premises in an involuntary case
        under any present or future federal or state bankruptcy, insolvency or
        similar law or the appointment of a conservator or receiver or
        liquidator in any insolvency, readjustment of debt, marshalling of
        assets and liabilities or similar proceeding, or for the winding-up or
        liquidation of its affairs, shall have been entered against the Master
        Servicer and if such proceeding is being contested by the Master
        Servicer in good faith, such decree or order shall have remained in
        force undischarged or unstayed for a period of 60 days or results in the
        entry of an order for relief or any such adjudication or appointment; or

               (iv) the Master Servicer shall consent to the appointment of a
        conservator or receiver or liquidator in any insolvency, readjustment of
        debt, marshalling of assets and


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        liabilities or similar proceedings of or relating to the Master Servicer
        or of or relating to all or substantially all of its property; or

               (v) the Master Servicer shall admit in writing its inability to
        pay its debts generally as they become due, file a petition to take
        advantage of any applicable insolvency or reorganization statute, make
        an assignment for the benefit of its creditors, or voluntarily suspend
        payment of its obligations; or

               (vi) any failure by the Master Servicer of the Master Servicer
        Termination Test; or

               (vii) any failure of the Master Servicer to make any Advance on
        any Master Servicer Remittance Date required to be made from its own
        funds pursuant to Section 4.03 which continues unremedied until 3:00
        p.m. New York time on the Business Day immediately following the Master
        Servicer Remittance Date.

               If a Master Servicer Event of Default described in clauses (i)
through (vi) of this Section shall occur, then, and in each and every such case,
so long as such Master Servicer Event of Default shall not have been remedied,
the Depositor, the NIMS Insurer, the Trust Administrator or the Trustee may, and
at the written direction of the Holders of Certificates entitled to at least 51%
of Voting Rights, then at the direction of the NIMS Insurer, the Trustee shall,
by notice in writing to the Master Servicer (and to the Depositor and the Trust
Administrator if given by the Trustee or to the Trustee and the Trust
Administrator if given by the Depositor), terminate all of the rights and
obligations of the Master Servicer in its capacity as Master Servicer under this
Agreement, to the extent permitted by law, and in and to the Mortgage Loans and
the proceeds thereof. If a Master Servicer Event of Default described in clause
(vii) hereof shall occur, the Trustee shall, by notice in writing to the Master
Servicer, the Trust Administrator and the Depositor, terminate all of the rights
and obligations of the Master Servicer in its capacity as Master Servicer under
this Agreement and in and to the Mortgage Loans and the proceeds thereof. On or
after the receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates (other than as a Holder of any Certificate) or the Mortgage
Loans or otherwise, shall pass to and be vested in the Trust Administrator
pursuant to and under this Section and, without limitation, the Trust
Administrator is hereby authorized and empowered, as attorney-in-fact or
otherwise, to execute and deliver on behalf of and at the expense of the Master
Servicer, any and all documents and other instruments and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise. The Master
Servicer agrees, at its sole cost and expense, promptly (and in any event no
later than ten Business Days subsequent to such notice) to provide the Trust
Administrator with all documents and records requested by it to enable it to
assume the Master Servicer's functions under this Agreement, and to cooperate
with the Trust Administrator and the Trustee in effecting the termination of the
Master Servicer's responsibilities and rights under this Agreement, including,
without limitation, the transfer within one Business Day to the Trust
Administrator for administration by it of all cash amounts which at the time
shall be or should have been credited by the Master Servicer to the Collection
Account held by or on behalf of the Master Servicer, the Distribution Account or
any REO Account or Servicing Account held by or on behalf of the Master


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Servicer or thereafter be received with respect to the Mortgage Loans or any REO
Property serviced by the Master Servicer (provided, however, that the Master
Servicer shall continue to be entitled to receive all amounts accrued or owing
to it under this Agreement on or prior to the date of such termination, whether
in respect of Advances or otherwise, and shall continue to be entitled to the
benefits of Section 6.03, notwithstanding any such termination, with respect to
events occurring prior to such termination). For purposes of this Section 7.01,
each of the Trustee and the Trust Administrator shall not be deemed to have
knowledge of a Master Servicer Event of Default unless a Responsible Officer of
the Trustee or the Trust Administrator, as applicable, assigned to and working
in the Trustee's or the Trust Administrator's, as the case may be, Corporate
Trust Office has actual knowledge thereof or unless written notice of any event
which is in fact such a Master Servicer Event of Default is received by the
Trustee or the Trust Administrator, as applicable, and such notice references
the Certificates, REMIC I or this Agreement.

               The Trustee and the Trust Administrator shall be entitled to be
reimbursed by the Master Servicer (or by the Trust Fund if the Master Servicer
is unable to fulfill its obligations hereunder) for all costs associated with
the transfer of servicing from the predecessor servicer, including without
limitation, any costs or expenses associated with the complete transfer of all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the Trustee and the Trust Administrator to correct
any errors or insufficiencies in the servicing data or otherwise to enable the
Trustee or the Trust Administrator to service the Mortgage Loans properly and
effectively.

               SECTION 7.02.          Trust Administrator or Trustee to Act;
                                      Appointment of Successor.

               (a) On and after the time the Master Servicer receives a notice
of termination, the Trust Administrator (and in the event the Trust
Administrator fails in its obligation, the Trustee) shall be the successor in
all respects to the Master Servicer in its capacity as Master Servicer under
this Agreement and the transactions set forth or provided for herein and shall
be subject to all the responsibilities, duties and liabilities relating thereto
and arising thereafter placed on the Master Servicer (except for any
representations or warranties of the Master Servicer under this Agreement, the
responsibilities, duties and liabilities contained in Section 2.03(c) its
obligation to deposit amounts in respect of losses pursuant to Section 3.06) by
the terms and provisions hereof including, without limitation, the Master
Servicer's obligations to make Advances pursuant to Section 4.03; provided,
however, that if the Trust Administrator or the Trustee is prohibited by law or
regulation from obligating itself to make advances regarding delinquent mortgage
loans, then the Trustee or the Trust Administrator, as applicable, shall not be
obligated to make Advances pursuant to Section 4.03; and provided further, that
any failure to perform such duties or responsibilities caused by the Master
Servicer's failure to provide information required by Section 7.01 shall not be
considered a default by the Trustee or the Trust Administrator, as applicable,
as successor to the Master Servicer hereunder; provided, however, it is
understood and acknowledged by the parties that there will be a period of
transition (not to exceed 90 days) before the servicing transfer is fully
effected. As compensation therefor, effective from and after the time the Master
Servicer receives a notice of termination or immediately upon assumption of the
obligations to make Advances, the Trustee or the Trust Administrator, as
applicable, shall be entitled to the Servicing Fee and all funds relating to the
Mortgage Loans to which the Master Servicer would have been entitled if it had
continued to


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act hereunder (other than amounts which were due or would become due to the
Master Servicer prior to its termination or resignation). Notwithstanding the
above and subject to the next paragraph, the Trustee or the Trust Administrator,
as applicable, may, if it shall be unwilling to so act, or shall, if it is
unable to so act or if it is prohibited by law from making advances regarding
delinquent mortgage loans, or if the Holders of Certificates entitled to at
least 51% of the Voting Rights or the NIMS Insurer so request in writing to the
Trustee or the Trust Administrator, as applicable, promptly appoint or petition
a court of competent jurisdiction to appoint, an established mortgage loan
servicing institution acceptable to each Rating Agency and the NIMS Insurer and
having a net worth of not less than $15,000,000 as the successor to the Master
Servicer under this Agreement in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer under this
Agreement. No appointment of a successor to the Master Servicer under this
Agreement shall be effective until the assumption by the successor of all of the
Master Servicer's responsibilities, duties and liabilities hereunder. In
connection with such appointment and assumption described herein, the Trustee or
the Trust Administrator, as applicable, may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the Master Servicer as such hereunder. The Depositor,
the Trustee, the Trust Administrator and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. Pending appointment of a successor to the Master Servicer under this
Agreement, the Trustee or the Trust Administrator, as applicable, shall act in
such capacity as hereinabove provided.

               Upon removal or resignation of the Master Servicer, the Trust
Administrator, with the cooperation of the Depositor, (x) shall solicit bids for
a successor Master Servicer as described below and (y) pending the appointment
of a successor Master Servicer as a result of soliciting such bids, shall serve
as Master Servicer of the Mortgage Loans serviced by such predecessor Master
Servicer. The Trust Administrator shall solicit, by public announcement, bids
from housing and home finance institutions, banks and mortgage servicing
institutions meeting the qualifications set forth above (including the Trust
Administrator or any affiliate thereof). Such public announcement shall specify
that the successor Master Servicer shall be entitled to the servicing
compensation agreed upon between the Trust Administrator, the successor Master
Servicer and the Depositor; provided, however, that no such fee shall exceed the
Servicing Fee. Within thirty days after any such public announcement, the Trust
Administrator, with the cooperation of the Depositor, shall negotiate in good
faith and effect the sale, transfer and assignment of the servicing rights and
responsibilities hereunder to the qualified party submitting the highest
satisfactory bid as to the price they will pay to obtain such servicing. The
Trust Administrator upon receipt of the purchase price shall pay such purchase
price to the Master Servicer being so removed, after deducting from any sum
received by the Trust Administrator from the successor to the Master Servicer in
respect of such sale, transfer and assignment all costs and expenses of any
public announcement and of any sale, transfer and assignment of the servicing
rights and responsibilities reasonably incurred hereunder. After such
deductions, the remainder of such sum shall be paid by the Trust Administrator
to the Master Servicer at the time of such sale.

               (b) If the Master Servicer fails to remit to the Trust
Administrator for distribution to the Certificateholders any payment required to
be made under the terms of the Certificates and this Agreement (for purposes of
this Section 7.02(b), a "Remittance") because the Master Servicer is the subject
of a proceeding under the federal Bankruptcy Code and the making of such
Remittance is


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prohibited by Section 362 of the federal Bankruptcy Code, the Trust
Administrator shall upon notice of such prohibition, regardless of whether it
has received a notice of termination under Section 7.01, advance the amount of
such Remittance by depositing such amount in the Distribution Account on the
related Distribution Date. The Trustee or the Trust Administrator, as
applicable, shall be obligated to make such advance only if (i) such advance, in
the good faith judgment of the Trustee or the Trust Administrator, as
applicable, can reasonably be expected to be ultimately recoverable from Stayed
Funds and (ii) the Trustee or the Trust Administrator, as applicable, is not
prohibited by law from making such advance or obligating itself to do so. Upon
remittance of the Stayed Funds to the Trust Administrator or the deposit thereof
in the Distribution Account by the Master Servicer, a trustee in bankruptcy or a
federal bankruptcy court, the Trustee or the Trust Administrator, as applicable,
may recover the amount so advanced, without interest, by withdrawing such amount
from the Distribution Account; however, nothing in this Agreement shall be
deemed to affect the Trustee's or the Trust Administrator's, as applicable,
rights to recover from the Master Servicer's own funds interest on the amount of
any such advance. If the Trustee or the Trust Administrator, as the case may be,
at any time makes an advance under this Subsection which it later determines in
its good faith judgment will not be ultimately recoverable from the Stayed Funds
with respect to which such advance was made, the Trustee or the Trust
Administrator, as applicable, shall be entitled to reimburse itself for such
advance, without interest, by withdrawing from the Distribution Account, out of
amounts on deposit therein, an amount equal to the portion of such advance
attributable to the Stayed Funds.

               (c) If the Master Servicer is terminated pursuant to Section
7.01, then the successor Master Servicer shall not be permitted to reimburse
itself directly for Advances or Servicing Advances under Section 3.05(a)(ii),
Section 3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii) if the Master
Servicer has not been fully reimbursed for its Advances and Servicing Advances,
but instead the successor Master Servicer shall include such amounts in the
applicable remittance to the Trust Administrator made pursuant to Section
3.04(g) to the extent of amounts on deposit in the Collection Account on the
related Master Servicer Remittance Date. The Trust Administrator is hereby
authorized to pay to the terminated Master Servicer (or the related Advancing
Person in accordance with Section 3.23) and the successor Master Servicer, as
applicable, reimbursements for Advances and Servicing Advances from the
Distribution Account to the same extent each such Master Servicer would have
been permitted to reimburse itself for such Advances and/or Servicing Advances
in accordance with Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v)
or Section 3.05(a)(vii), as the case may be. All Advances and Servicing Advances
made pursuant to the terms of this Agreement shall be deemed made and shall be
reimbursed on a "first in-first out" (FIFO) basis. At such time as the Master
Servicer (or related Advancing Person) has been reimbursed for all Advances and
Servicing Advances made by it, the successor Master Servicer shall no longer be
required to remit in accordance with the first sentence of this Section 7.02(c)
and shall then be permitted to reimburse itself directly for Advances and
Servicing Advances in accordance with Section 3.05(a)(ii), Section 3.05(a)(iii),
Section 3.05(a)(v) or Section 3.05(a)(vii).

               SECTION 7.03.          Notification to Certificateholders.

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


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Administrator shall give prompt written notice thereof to Certificateholders and
the NIMS Insurer at their respective addresses appearing in the Certificate
Register.

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

               SECTION 7.04.          Waiver of Master Servicer Events of
                                      Default.

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


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                                  ARTICLE VIII

               CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR

               SECTION 8.01.          Duties of Trustee.

               The Trustee and the Trust Administrator, prior to the occurrence
of a Master Servicer Event of Default and after the curing of all Master
Servicer Events of Default which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
During a Master Servicer Event of Default, each of the Trustee and the Trust
Administrator shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs. Any permissive right of the Trustee or the Trust
Administrator enumerated in this Agreement shall not be construed as a duty.

               Each of the Trustee and the Trust Administrator, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee and the Trust Administrator which
are specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform on their face to
the requirements of this Agreement. If any such instrument is found not to
conform on its face to the requirements of this Agreement in a material manner,
the Trustee and the Trust Administrator, as the case may be, shall take such
action as it deems appropriate to have the instrument corrected, and if the
instrument is not corrected to its respective satisfaction, such dissatisfied
party will provide notice thereof to the Certificateholders and the NIMS
Insurer.

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

               (i) Prior to the occurrence of a Master Servicer Event of
        Default, and after the curing of all such Master Servicer Events of
        Default which may have occurred, the duties and obligations of each of
        the Trustee and the Trust Administrator shall be determined solely by
        the express provisions of this Agreement, neither the Trustee nor the
        Trust 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 Trust Administrator and, in the absence of
        bad faith on the part of the Trustee or the Trust Administrator, as
        applicable, the Trustee or the Trust Administrator, as the case may be,
        may conclusively rely, as to the truth of the statements and the
        correctness of the opinions expressed therein, upon any certificates or
        opinions furnished to the Trustee or the Trust Administrator, as the
        case may be, that conform to the requirements of this Agreement;

               (ii) Neither the Trustee nor the Trust Administrator shall be
        personally liable for an error of judgment made in good faith by a
        Responsible Officer or Responsible Officers of the Trustee or the Trust
        Administrator, as applicable, unless it shall be proved that the


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        Trustee or the Trust Administrator, as applicable, was negligent in
        ascertaining the pertinent facts; and

               (iii) Neither the Trustee nor the Trust Administrator shall be
        personally liable with respect to any action taken, suffered or omitted
        to be taken by it in good faith in accordance with the direction of the
        NIMS Insurer or the Holders of Certificates entitled to at least 25% of
        the Voting Rights relating to the time, method and place of conducting
        any proceeding for any remedy available to the Trustee or the Trust
        Administrator, as applicable, or exercising any trust or power conferred
        upon it, under this Agreement.

               Neither the Trustee nor the Trust Administrator shall be required
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if there is reasonable ground for believing that the repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it, and none of the provisions contained in this Agreement
shall in any event require it to perform, or be responsible for the manner of
performance of, any of the obligations of the Master Servicer under this
Agreement, except during such time, if any, as the Trustee or the Trust
Administrator, as applicable, shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Master Servicer in accordance with
the terms of this Agreement.

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

               (a)     Except as otherwise provided in Section 8.01:

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

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

               (iii) Neither the Trustee nor the Trust Administrator shall be
        under any obligation to exercise any of the trusts or powers vested in
        it by this Agreement or to institute, conduct or defend any litigation
        hereunder or in relation hereto at the request, order or direction of
        any of the Certificateholders or the NIMS Insurer, pursuant to the
        provisions of this Agreement, unless such Certificateholders or the NIMS
        Insurer, as applicable, shall have offered to the Trustee or the Trust
        Administrator, as applicable, reasonable security or indemnity against
        the costs, expenses and liabilities which may be incurred therein or
        thereby; nothing contained herein shall, however, relieve the Trustee or
        the Trust Administrator of the obligation, upon the occurrence of a
        Master Servicer Event of Default


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        (which has not been cured or waived), to exercise such of the rights and
        powers vested in it by this Agreement, and to use the same degree of
        care and skill in their exercise as a prudent person would exercise or
        use under the circumstances in the conduct of such person's own affairs;

               (iv) Neither the Trustee nor the Trust Administrator shall be
        personally liable for any action taken, suffered or omitted by it in
        good faith and believed by it to be authorized or within the discretion
        or rights or powers conferred upon it by this Agreement;

               (v) Prior to the occurrence of a Master Servicer Event of Default
        hereunder and after the curing of all Master Servicer Events of Default
        which may have occurred, neither the Trustee nor the Trust Administrator
        shall be bound to make any investigation into the facts or matters
        stated in any resolution, certificate, statement, instrument, opinion,
        report, notice, request, consent, order, approval, bond or other paper
        or document, unless requested in writing to do so by the NIMS Insurer or
        the Holders of Certificates entitled to at least 25% of the Voting
        Rights; provided, however, that if the payment within a reasonable time
        to the Trustee or the Trust Administrator, as applicable, of the costs,
        expenses or liabilities likely to be incurred by it in the making of
        such investigation is, in the opinion of the Trustee or the Trust
        Administrator, as applicable, not reasonably assured to the Trustee or
        the Trust Administrator, as applicable, by such Certificateholders, the
        Trustee or the Trust Administrator, as applicable, may require
        reasonable indemnity against such expense, or liability from such
        Certificateholders or the NIMS Insurer as a condition to taking any such
        action;

               (vi) Each of the Trustee and the Trust Administrator may execute
        any of the trusts or powers hereunder or perform any duties hereunder
        either directly or by or through agents or attorneys; and

               (vii) Neither the Trustee nor the Trust Administrator shall be
        personally liable for any loss resulting from the investment of funds
        held in the Collection Account at the direction of the Master Servicer
        pursuant to Section 3.06.

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

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

               The recitals contained herein and in the Certificates (other than
the signature of the Trustee or the Trust Administrator, on behalf of the
Trustee, the authentication of the Certificate Registrar on the Certificates,
the acknowledgments of the Trustee and the Trust Administrator contained in
Article II and the representations and warranties of the Trustee and the Trust


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Administrator in Section 8.13) shall be taken as the statements of the Depositor
and neither the Trustee nor the Trust Administrator assumes any responsibility
for their correctness. Neither the Trustee nor the Trust Administrator make any
representations or warranties as to the validity or sufficiency of this
Agreement (other than as specifically set forth with respect to such party in
Section 8.13) or of the Certificates (other than with respect to the Trustee,
the signature of the Trustee and with respect to the Trust Administrator, the
signature of the Trust Administrator on behalf of the Trustee and authentication
of the Certificate Registrar on the Certificates) or of any Mortgage Loan or
related document. Neither the Trustee nor the Trust Administrator shall be
accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor or the Master Servicer in respect
of the Mortgage Loans or deposited in or withdrawn from the Collection Account
by the Master Servicer, other than with respect to the Trustee, any funds held
by or on behalf of the Trustee (other than by the Trust Administrator), and with
respect to the Trust Administrator, any amounts held by or on behalf of the
Trust Administrator in accordance with Section 3.04.

               SECTION 8.04.          Trustee and Trust Administrator May Own
                                      Certificates.

               Each of the Trustee and the Trust Administrator in its individual
capacity or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Trustee or the Trust
Administrator, as applicable.

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

               (a) The Trust Administrator shall withdraw from the Distribution
Account on each Distribution Date and pay to itself the Administration Fee and,
to the extent that the funds therein are at any time insufficient for such
purpose, the Depositor shall pay such fees. Each of the Trustee and the Trust
Administrator, or any director, officer, employee or agent of the Trustee or the
Trust Administrator, as applicable, shall be indemnified by REMIC I and held
harmless against any loss, liability or expense (not including expenses,
disbursements and advances incurred or made by the Trustee or the Trust
Administrator, as applicable, including the compensation and the expenses and
disbursements of its agents and counsel, in the ordinary course of the Trustee's
or Trust Administrator's, as the case may be, performance in accordance with the
provisions of this Agreement) incurred by the Trustee or the Trust Administrator
in connection with any claim or legal action or any pending or threatened claim
or legal action arising out of or in connection with the acceptance or
administration of its obligations and duties under this Agreement, other than
any loss, liability or expense (i) resulting from a breach of the Master
Servicer's obligations and duties under this Agreement and the Mortgage Loans
(for which the Master Servicer shall indemnify pursuant to Section 8.05(b)),
(ii) that constitutes a specific liability of the Trustee or the Trust
Administrator, as applicable, pursuant to Section 10.01(c) or (iii) any loss,
liability or expense incurred by reason of its respective willful misfeasance,
bad faith or negligence in the performance of its respective duties hereunder or
by reason of reckless disregard of its respective obligations and duties
hereunder or as a result of a breach of its respective obligations under Article
X hereof. Any amounts payable to the Trustee or the Trust Administrator, or any
director, officer, employee or agent of the Trustee or the Trust Administrator,
as applicable, in respect of the indemnification provided by this paragraph (a),
or pursuant to any other right of reimbursement from the Trust Fund that the
Trustee or the Trust Administrator, or any director, officer, employee or agent
of the Trustee or the Trust Administrator,


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as applicable, may have hereunder in its capacity as such, may be withdrawn by
the Trust Administrator from the Distribution Account at any time.

               (b) The Master Servicer agrees to indemnify each of the Trustee
and the Trust Administrator from, and hold it harmless against, any loss,
liability or expense resulting from a breach of the Master Servicer's
obligations and duties under this Agreement. Such indemnity shall survive the
termination or discharge of this Agreement and the resignation or removal of the
Trustee and the Trust Administrator. Any payment hereunder made by the Master
Servicer to the Trustee or the Trust Administrator shall be from the Master
Servicer's own funds, without reimbursement from the Trust Fund therefor.

               (c) The Master Servicer shall pay any annual rating agency fees
of the Rating Agencies for ongoing surveillance from its own funds without right
of reimbursement.

               SECTION 8.06.          Eligibility Requirements for Trustee and
                                      the Trust Administrator.

               Each of the Trustee and the Trust Administrator hereunder shall
at all times be a corporation or an association (other than the Depositor, the
Originator, the Master Servicer or any Affiliate of the foregoing) organized and
doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority. If such corporation or association
publishes reports of conditions at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation or
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of conditions so published. In case at any time the
Trustee or the Trust Administrator shall cease to be eligible in accordance with
the provisions of this Section, the Trustee or the Trust Administrator, as the
case may be, shall resign immediately in the manner and with the effect
specified in Section 8.07.

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

               Either the Trustee or the Trust Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
thereof to the Depositor, the NIMS Insurer, the Master Servicer and the
Certificateholders. Upon receiving such notice of resignation of the Trustee,
the Depositor shall promptly appoint the Trust Administrator as successor
trustee, and the Trust Administrator shall serve in such capacity so long as it
continues to meet the eligibility requirements in Section 8.06 and is not
otherwise legally prohibited from serving as Trustee. If the Trust Administrator
is appointed successor trustee, it shall perform all obligations of the Trustee
and the Trust Administrator set forth herein. If the Trust Administrator is
unable to serve as successor trustee, the Depositor shall promptly appoint a
successor trustee or, if applicable, a trust administrator acceptable to the
NIMS Insurer by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee or Trust Administrator and to the successor
trustee or trust administrator, as applicable. A copy of such instrument shall
be delivered to the Certificateholders, the Trustee or the Trust Administrator,
as applicable, and the Master Servicer by the Depositor. If


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no successor trustee or trust administrator shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee or Trust Administrator, as applicable, may
petition any court of competent jurisdiction for the appointment of a successor
trustee or trust administrator, as applicable.

               If at any time the Trustee or the Trust Administrator shall cease
to be eligible in accordance with the provisions of Section 8.06 and shall fail
to resign after written request therefor by the Depositor (or in the case of the
Trust Administrator, the Trustee) or the NIMS Insurer, or if at any time the
Trustee or the Trust Administrator shall become incapable of acting, or shall be
adjudged bankrupt or insolvent, or a receiver of the Trustee or the Trust
Administrator, as the case may be, or of its respective property shall be
appointed, or any public officer shall take charge or control of the Trustee or
the Trust Administrator, as the case may be, or of its respective property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor or the NIMS Insurer may remove the Trustee or the Trust Administrator,
as applicable, and appoint a successor trustee or trust administrator, as
applicable, acceptable to the NIMS Insurer by written instrument, in duplicate,
which instrument shall be delivered to the Trustee or the Trust Administrator,
as applicable, so removed and to the successor trustee or trust administrator,
as applicable. A copy of such instrument shall be delivered to the
Certificateholders and the Master Servicer by the Depositor.

               The Holders of Certificates entitled to at least 51% of the
Voting Rights (or the NIMS Insurer upon failure of the Trustee or the Trust
Administrator to perform its obligations hereunder) may at any time remove the
Trustee or the Trust Administrator, as the case may be, and appoint a successor
trustee or trust administrator, as applicable, acceptable to the NIMS Insurer by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Depositor, one complete set to the Trustee or the
Trust Administrator, as applicable, so removed and one complete set to the
successor so appointed. A copy of such instrument shall be delivered to the
Certificateholders and the Master Servicer by the Depositor.

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

               SECTION 8.08.          Successor Trustee or Trust Administrator.

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


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administrator, as applicable, all Mortgage Files and related documents and
statements, as well as all moneys, held by it hereunder (other than any Mortgage
Files at the time held by a Custodian, which Custodian shall become the agent of
any successor trustee or trust administrator hereunder), and the Depositor and
the predecessor trustee or trust administrator, as applicable, shall execute and
deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor trustee or
trust administrator, as the case may be, all such rights, powers, duties and
obligations.

               No successor trustee or trust administrator shall accept
appointment as provided in this Section unless at the time of such acceptance
such successor trustee or trust administrator, as the case may be, shall be
eligible under the provisions of Section 8.06 and the appointment of such
successor trustee or trust administrator shall not result in a downgrading of
any Class of Certificates by either Rating Agency, as evidenced by a letter from
each Rating Agency.

               Upon acceptance of appointment by a successor trustee or trust
administrator as provided in this Section, the Depositor shall mail notice of
the succession of such trustee or trust administrator hereunder to all Holders
of Certificates at their addresses as shown in the Certificate Register. If the
Depositor fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee or trust administrator, the successor
trustee or trust administrator shall cause such notice to be mailed at the
expense of the Depositor.

               SECTION 8.09.          Merger or Consolidation of Trustee or the
                                      Trust Administrator.

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

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

               Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of REMIC I or property securing the same may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee and the NIMS Insurer to act as co-trustee or co-trustees, jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of
REMIC I, and to vest in such Person or Persons, in such capacity, such title to
REMIC I, or any part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. Any such
co-trustee or separate trustee shall be subject to the written approval of the
Master Servicer and the NIMS Insurer. If the Master Servicer and the


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NIMS Insurer shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, or in case a Master Servicer Event of
Default shall have occurred and be continuing, the Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 8.06 hereunder and no notice to Holders of Certificates of the
appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.

               In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of title to
REMIC I or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
Trustee.

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

               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.          Appointment of Custodians.

               The Trustee may, with the consent of the Depositor, the Master
Servicer and the Trust Administrator, 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. The appointment of any Custodian may at any time be
terminated and a substitute Custodian appointed therefor upon the reasonable
request of the Master Servicer to the Trustee, the consent to which shall not be
unreasonably withheld. The Trust Administrator shall pay any and all fees and
expenses of any Custodian in accordance with each Custodial Agreement (provided
that if expenses of the kind that would be reimbursable to the Trust
Administrator pursuant to Section 8.05 if incurred by the Trust Administrator
are incurred by the Custodian, the Trust Administrator shall be entitled to
reimbursement under Section 8.05 for


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such kind of expenses to the extent the Trust Administrator has paid such
expenses on behalf of the Custodian or for which the Trust Administrator has
reimbursed the Custodian). The Trustee initially appoints the Custodian as
Custodian, and the Depositor, the Master Servicer and the Trust Administrator
consent to such appointment. Subject to Article VIII hereof, the Trust
Administrator 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 having an interest in any Mortgage File held by such
Custodian. Each Custodian shall be a depository institution or trust company
subject to supervision by federal or state authority, shall have 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. Each Custodial
Agreement may be amended only as provided in Section 11.01. In no event shall
the appointment of any Custodian pursuant to a Custodial Agreement diminish the
obligations of the Trust Administrator hereunder.

               SECTION 8.12.          Appointment of Office or Agency.

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

               SECTION 8.13.          Representations and Warranties of the
                                      Trustee and the Trust Administrator.

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

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

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

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

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


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

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




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                                   ARTICLE IX

                                   TERMINATION

               SECTION 9.01           Termination Upon Repurchase or Liquidation
                                      of All Mortgage Loans.

               (a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Trust Administrator and the Trustee (other than the obligations of the Master
Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05 and
of the Master Servicer to provide for and the Trust Administrator to make
payments in respect of the REMIC I Regular Interests, the REMIC II Regular
Interests or the Classes of Certificates as hereinafter set forth) shall
terminate upon payment to the Certificateholders and the deposit of all amounts
held by or on behalf of the Trustee and the Trust Administrator and required
hereunder to be so paid or deposited on the Distribution Date coinciding with or
following the earlier to occur of (i) the purchase by the Terminator (as defined
below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property remaining in REMIC I; provided, however,
that in no event shall the trust created hereby continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date hereof. The purchase by the Terminator of all Mortgage Loans
and each REO Property remaining in REMIC I shall be at a price (the "Termination
Price") equal to the greater of (A) the aggregate Purchase Price of all the
Mortgage Loans included in REMIC I, plus the appraised value of each REO
Property, if any, included in REMIC I, such appraisal to be conducted by an
appraiser mutually agreed upon by the Terminator and the Trust Administrator in
their reasonable discretion and (B) the aggregate fair market value of all of
the assets of REMIC I (as determined by the Terminator and the Trust
Administrator, as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01).

               (b) The Master Servicer (or if the Master Servicer Fails to
exercise such right, the NIMS Insurer) shall have the right (the party
exercising such right, the "Terminator"), to purchase all of the Mortgage Loans
and each REO Property remaining in REMIC I pursuant to clause (i) of the
preceding paragraph no later than the Determination Date in the month
immediately preceding the Distribution Date on which the Certificates will be
retired; provided, however, that the Terminator may elect to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause (i)
above only (A) if the aggregate Stated Principal Balance of the Mortgage Loans
and each REO Property remaining in the Trust Fund at the time of such election
is less than 10% of the sum of the aggregate Stated Principal Balance of the
Initial Mortgage Loans as of the Cut-off Date and the Original Pre-Funded Amount
and (B) if the Terminator is the Master Servicer and is an affiliate of the
Originator, the Master Servicer shall have delivered to the Trustee, the Trust
Administrator and the NIMS Insurer a written certification that the burdens of
servicing the Mortgage Loans and REO Properties remaining in REMIC I exceed the
benefits of the Servicing Fees that would be realized by the Master Servicer if
it continued to service such assets on behalf of the Trust Fund. By acceptance
of the Residual Certificates, the Holders of the Residual


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Certificates agree, in connection with any termination hereunder, to assign and
transfer any amounts in excess of par, and to the extent received in respect of
such termination, to pay any such amounts to the Holders of the Class CE
Certificates.

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

               (d) Upon presentation of the Certificates by the
Certificateholders on the final Distribution Date, the Trust Administrator shall
distribute to each Certificateholder so presenting and surrendering its
Certificates the amount otherwise distributable on such Distribution Date in
accordance with Section 4.01 in respect of the Certificates so presented and
surrendered. Any funds not distributed to any Holder or Holders of Certificates
being retired on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
in trust by the Trust Administrator and credited to the account of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 9.01 shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trust Administrator shall mail a second notice to the remaining non-
tendering Certificateholders to surrender their Certificates for cancellation in
order to receive the final distribution with respect thereto. If within one year
after the second notice all such Certificates shall not have been surrendered
for cancellation, the Trust Administrator shall, directly or through an agent,
mail a final notice to remaining related non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets remaining in the trust funds. If


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within one year after the final notice any such Certificates shall not have been
surrendered for cancellation, the Trust Administrator shall pay to Salomon Smith
Barney Inc. all such amounts, and all rights of non-tendering Certificateholders
in or to such amounts shall thereupon cease. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust by the Trust
Administrator as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 9.01.

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

               SECTION 9.02           Additional Termination Requirements.

               (a) In the event that the Terminator purchases all the Mortgage
Loans and each REO Property or the final payment on or other liquidation of the
last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section
9.01, the Trust Fund shall be terminated in accordance with the following
additional requirements:

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

               (ii) During such 90-day liquidation period, and at or prior to
        the time of making of the final payment on the Certificates, the Trustee
        shall sell all of the assets of REMIC I to the Terminator for cash; and

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

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

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


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                                    ARTICLE X

                                REMIC PROVISIONS

               SECTION 10.01.         REMIC Administration.

               (a) The Trustee shall elect to treat each Trust REMIC as a REMIC
under the Code and, if necessary, under applicable state law. Each such election
will be made by the Trustee on Form 1066 or other appropriate federal tax or
information return or any appropriate state return for the taxable year ending
on the last day of the calendar year in which the Certificates are issued. For
the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular
Interests shall be designated as the Regular Interests in REMIC I and the Class
R-I Interest shall be designated as the Residual Interest in REMIC I. The REMIC
II Regular Interests shall be designated as the Regular Interests in REMIC II
and the Class R-II Interest shall be designated as the Residual Interest in
REMIC II. The Class A Certificates, the Mezzanine Certificates, the Class S
Certificates, the Class CE Certificates and the Class P Certificates shall be
designated as the Regular Interests in REMIC III and the Class R-III Interest
shall be designated as the Residual Interest in REMIC III. Neither the Trustee
nor the Trust Administrator shall permit the creation of any "interests" in any
Trust REMIC (within the meaning of Section 860G of the Code) other than the
REMIC I Regular Interests, the REMIC II Regular Interests and the interests
represented by the Certificates.

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

               (c) The Trust Administrator shall pay out of its own funds,
without any right of reimbursement, any and all expenses relating to any tax
audit of the Trust Fund caused by the Trust Administrator (including, but not
limited to, any professional fees or any administrative or judicial proceedings
with respect to any Trust REMIC that involve the Internal Revenue Service or
state tax authorities), other than the expense of obtaining any tax related
Opinion of Counsel except as specified herein. The Trust Administrator, as agent
for each Trust REMIC's tax matters person, shall (i) act on behalf of the Trust
Fund in relation to any tax matter or controversy involving any Trust REMIC and
(ii) represent the Trust Fund in any administrative or judicial proceeding
relating to an examination or audit by any governmental taxing authority with
respect thereto. The holder of the largest Percentage Interest of each Class of
Residual Certificates shall be designated, in the manner provided under Treasury
regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1, as the tax matters person of the related REMIC created
hereunder. By their acceptance thereof, the holder of the largest Percentage
Interest of the Residual Certificates hereby agrees to irrevocably appoint the
Trust Administrator or an Affiliate as its agent to perform all of the duties of
the tax matters person for the Trust Fund.

               (d) The Trust Administrator shall prepare, the Trustee shall sign
and the Trust Administrator shall file all of the Tax Returns in respect of each
REMIC created hereunder. The expenses of preparing and filing such returns shall
be borne by the Trust Administrator without any right of reimbursement therefor.
The Master Servicer shall provide on a timely basis to the Trustee and the Trust
Administrator or its designee such information with respect to the assets of the
Trust


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Fund as is in its possession and reasonably required by the Trustee and the
Trust Administrator to enable it to perform its obligations under this Article.

               (e) The Trust Administrator shall perform on behalf of each Trust
REMIC all reporting and other tax compliance duties that are the responsibility
of such REMIC under the Code, the REMIC Provisions or other compliance guidance
issued by the Internal Revenue Service or any state or local taxing authority.
Among its other duties, as required by the Code, the REMIC Provisions or other
such compliance guidance, the Trust Administrator shall provide (i) to any
Transferor of a Residual Certificate such information as is necessary for the
application of any tax relating to the transfer of a Residual Certificate to any
Person who is not a Permitted Transferee, (ii) to the Certificateholders such
information or reports as are required by the Code or the REMIC Provisions
including reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption as required) and (iii) to
the Internal Revenue Service the name, title, address and telephone number of
the person who will serve as the representative of each Trust REMIC. The Master
Servicer shall provide on a timely basis to the Trustee and the Trust
Administrator such information with respect to the assets of the Trust Fund,
including, without limitation, the Mortgage Loans, as is in its possession and
reasonably required by the Trustee and the Trust Administrator to enable each of
them to perform their respective obligations under this subsection. In addition,
the Depositor shall provide or cause to be provided to the Trust Administrator,
within ten (10) days after the Closing Date, all information or data that the
Trust Administrator reasonably determines to be relevant for tax purposes as to
the valuations and issue prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flow of
the Certificates.

               (f) The Trustee and the Trust Administrator shall take such
action and shall cause each REMIC created hereunder to take such action as shall
be necessary to create or maintain the status thereof as a REMIC under the REMIC
Provisions (and the Master Servicer shall assist it, to the extent reasonably
requested by it). The Trustee and the Trust Administrator shall not take any
action, cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) endanger the status of any Trust REMIC as a
REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including
but not limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event")
unless the Trustee, the Trust Administrator and the NIMS Insurer have received
an Opinion of Counsel, addressed to the Trustee and the Trust Administrator (at
the expense of the party seeking to take such action but in no event at the
expense of the Trustee or the Trust Administrator) to the effect that the
contemplated action will not, with respect to any Trust REMIC, endanger such
status or result in the imposition of such a tax, nor shall the Master Servicer
take or fail to take any action (whether or not authorized hereunder) as to
which the Trustee, the Trust Administrator and the NIMS Insurer has advised it
in writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. In addition, prior
to taking any action with respect to any Trust REMIC or the respective assets of
each, or causing any Trust REMIC to take any action, which is not contemplated
under the terms of this Agreement, the Master Servicer will consult with the
Trustee, the Trust Administrator, the NIMS Insurer or its designee, in writing,
with respect to whether such action could cause an Adverse REMIC Event to occur
with respect to any Trust REMIC, and the Master Servicer shall not


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take any such action or cause any Trust REMIC to take any such action as to
which the Trustee, the Trust Administrator or the NIMS Insurer has advised it in
writing that an Adverse REMIC Event could occur. The Trustee, the Trust
Administrator or the NIMS Insurer may consult with counsel to make such written
advice, and the cost of same shall be borne by the party seeking to take the
action not permitted by this Agreement, but in no event shall such cost be an
expense of the Trustee or the Trust Administrator, as applicable. At all times
as may be required by the Code, the Master Servicer (in its capacity as
Originator) on behalf of the Trust Administrator will ensure that substantially
all of the assets of any Trust REMIC will consist of "qualified mortgages" as
defined in Section 860G(a)(3) of the Code and "permitted investments" as defined
in Section 860G(a)(5) of the Code.

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

               (h) On or before April 15th of each calendar year, commencing
April 15, 2003, the Trust Administrator shall deliver to the Master Servicer,
the NIMS Insurer and each Rating Agency a Certificate from a Responsible Officer
of the Trust Administrator stating, without regard to any action taken by any
party other than the Trust Administrator, the Trust Administrator's compliance
with this Article X.

               (i) The Trust Administrator shall, for federal income tax
purposes, maintain books and records with respect to each Trust REMIC on a
calendar year and on an accrual basis. The Trust Administrator will apply for an
Employer Identification Number for the Trust from the Internal Revenue Service
via a Form SS-4 or such other form as is appropriate.

               (j) Following the Startup Day, neither the Trustee nor the Trust
Administrator shall accept any contributions of assets to any Trust REMIC other
than in connection with any Qualified Substitute Mortgage Loan delivered in
accordance with Section 2.03 unless it shall have received an Opinion of Counsel
to the effect that the inclusion of such assets in the Trust Fund will not cause
the related REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject such REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.

               (k) None of the Trustee, the Trust Administrator or the Master
Servicer shall enter into any arrangement by which any Trust REMIC will receive
a fee or other compensation for services nor permit any such REMIC to receive
any income from assets other than the Mortgage Pool


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which are deemed to constitute "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.

               SECTION 10.02.         Prohibited Transactions and Activities.

               None of the Depositor, the Master Servicer, the Trust
Administrator or the Trustee shall sell, dispose of or substitute for any of the
Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage
Loan, including but not limited to, the acquisition or sale of a Mortgaged
Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of REMIC
I, (iii) the termination of REMIC I pursuant to Article IX of this Agreement,
(iv) a substitution pursuant to Article II of this Agreement or (v) a purchase
of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire
any assets for any Trust REMIC (other than REO Property acquired in respect of a
defaulted Mortgage Loan), nor sell or dispose of any investments in the
Collection Account or the Distribution Account for gain, nor accept any
contributions to any Trust REMIC after the Closing Date (other than a Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it
has received an Opinion of Counsel, addressed to the Trustee, the Trust
Administrator and the NIMS Insurer (at the expense of the party seeking to cause
such sale, disposition, substitution, acquisition or contribution but in no
event at the expense of the Trustee or the Trust Administrator) that such sale,
disposition, substitution, acquisition or contribution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC
to be subject to a tax on "prohibited transactions" or "contributions" pursuant
to the REMIC Provisions.

               SECTION 10.03.         Master Servicer and Trustee and Trust
                                      Administrator Indemnification.

               (a) The Trustee agrees to indemnify the Trust Fund, the NIMS
Insurer, the Depositor, the Trust Administrator and the Master Servicer for any
taxes and costs including, without limitation, any reasonable attorneys fees
imposed on or incurred by the Trust Fund, the Depositor, the Trust Administrator
or the Master Servicer, caused solely by the Trustee's failure to act in
accordance with its standard of care set forth in this Article X.

               (b) The Trust Administrator agrees to indemnify the Trust Fund,
the NIMS Insurer, the Depositor, the Trustee and the Master Servicer for any
taxes and costs including, without limitation, any reasonable attorneys fees
imposed on or incurred by the Trust Fund, the Depositor, the Trustee or the
Master Servicer, caused solely by the Trust Administrator's failure to act in
accordance with its standard of care set forth in this Article X.

               (c) The Master Servicer agrees to indemnify the Trust Fund, the
NIMS Insurer, the Depositor, the Trust Administrator and the Trustee for any
taxes and costs including, without limitation, any reasonable attorneys' fees
imposed on or incurred by the Trust Fund, the Depositor, the Trust Administrator
or the Trustee, as a result of a breach of the Master Servicer's covenants set
forth in Article III or this Article X.


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                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

               SECTION 11.01.         Amendment.

                This Agreement or any Custodial Agreement may be amended from
time to time by the Depositor, the Master Servicer, the Trustee, the Trust
Administrator and, if applicable, the Custodian with the consent of the NIMS
Insurer and without the consent of any of the Certificateholders, (i) to cure
any ambiguity or defect, (ii) to correct, modify or supplement any provisions
herein (including to give effect to the expectations of Certificateholders), or
in any Custodial Agreement, or (iii) to make any other provisions with respect
to matters or questions arising under this Agreement or in any Custodial
Agreement which shall not be inconsistent with the provisions of this Agreement
or such Custodial Agreement, provided that such action shall not, as evidenced
by an Opinion of Counsel delivered to the Trustee and the Trust Administrator,
adversely affect in any material respect the interests of any Certificateholder.
No amendment shall be deemed to adversely affect in any material respect the
interests of any Certificateholder who shall have consented thereto, and no
Opinion of Counsel shall be required to address the effect of any such amendment
on any such consenting Certificateholder.

                This Agreement or any Custodial Agreement may also be amended
from time to time by the Depositor, the Master Servicer, the NIMS Insurer, the
Trust Administrator and the Trustee with the consent of the NIMS Insurer and the
Holders of Certificates entitled to at least 66% of the Voting Rights for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or any Custodial Agreement or of modifying
in any manner the rights of the Holders of Certificates; provided, however, that
no such amendment shall (i) reduce in any manner the amount of, or delay the
timing of, payments received on Mortgage Loans which are required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner, other than as described in
(i), without the consent of the Holders of Certificates of such Class evidencing
at least 66% of the Voting Rights allocated to such Class, or (iii) modify the
consents required by the immediately preceding clauses (i) and (ii) without the
consent of the Holders of all Certificates then outstanding. Notwithstanding any
other provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or the Master Servicer or any Affiliate thereof shall be entitled
to Voting Rights with respect to matters affecting such Certificates.

               Notwithstanding any contrary provision of this Agreement, none of
the Trustee, the Trust Administrator or the NIMS Insurer shall consent to any
amendment to this Agreement unless it shall have first received an Opinion of
Counsel satisfactory to the NIMS Insurer to the effect that such amendment will
not result in the imposition of any tax on any Trust REMIC pursuant to the REMIC
Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time
that any Certificates are outstanding.

               Notwithstanding any of the other provisions of this Section
11.01, none of the Depositor, the Master Servicer, the Trust Administrator or
the Trustee shall enter into any


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amendment of this Agreement that would significantly change the permitted
activities of the Trust Fund without the consent of the NIMS Insurer and the
holders of Certificates that represent more than 50.00% of the aggregate
Certificate Principal Balance of all Certificates.

               Promptly after the execution of any such amendment the Trustee
shall furnish a copy of such amendment to each Certificateholder.

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

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

               Each of the Trustee and the Trust Administrator may, but shall
not be obligated to enter into any amendment pursuant to this Section that
affects its respective rights, duties and immunities under this Agreement or
otherwise.

               SECTION 11.02.         Recordation of Agreement; Counterparts.

               To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Certificateholders, but
only upon direction of the Trustee or the Trust Administrator accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.

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

               SECTION 11.03.         Limitation on Rights of
                                      Certificateholders.

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

               No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the


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obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of any of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.

               No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless (i)
such Holder previously shall have given to the Trustee and the Trust
Administrator a written notice of default and of the continuance thereof, as
hereinbefore provided, and (ii) the Holders of Certificates entitled to at least
25% of the Voting Rights shall have made written request upon the Trustee and
the Trust Administrator to institute such action, suit or proceeding in the name
of the Trustee hereunder and shall have offered to the Trustee and the Trust
Administrator such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and the Trustee or
the Trust Administrator, 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 and the Trust Administrator, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of
this Section, each and every Certificateholder and the Trustee and the Trust
Administrator shall be entitled to such relief as can be given either at law or
in equity.

               SECTION 11.04.         Governing Law.

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

               SECTION 11.05.         Notices.

               All directions, demands, requests, authorizations and notices
hereunder shall be in writing and shall be deemed to have been duly given when
received if personally delivered at or mailed by first class mail, postage
prepaid, or by express delivery service, facsimile, electronic mail or delivered
in any other manner specified herein, to (a) in the case of the Depositor, 1100
Town & Country Road, Suite 1100, Orange, California 92868, Attention: Capital
Markets (telecopy number (714) 245-0198), or such other address or telecopy
number as may hereafter be furnished to the Master Servicer, the NIMS Insurer,
the Trust Administrator and the Trustee in writing by the Depositor, (b) in the
case of the Master Servicer, 1100 Town & Country Road, 11th Floor, Orange,
California 92868, Attention: General Counsel (telecopy number: (714) 564-9639),
or such other address or telecopy number as may hereafter be furnished to the
Trustee, the Trust Administrator, the NIMS Insurer and the Depositor in writing
by the Master Servicer, (c) in the case of the Trust Administrator, Bankers
Trust Company of California, N.A., 1761 East St. Andrew Place, Santa Ana,


                                       157

<PAGE>



CA 92705-4934, Attention: Trust Administration-AQ0201 (telecopy number: (714)
247-6009), or such other address or telecopy number as may hereafter be
furnished to the Master Servicer, the Trustee, the NIMS Insurer and the
Depositor in writing by the Trust Administrator, (d) in the case of the Trustee,
the U.S. Bank National Association, 180 East Fifth Street, St. Paul, Minnesota
55101, Attention: Structured Finance/AMSI 2002-1 (telecopy number (612)
244-0089), or such other address or telecopy number as may be furnished to the
Master Servicer, the Trust Administrator, the Depositor and the NIMS Insurer in
writing by the Trustee and (e) in the case of the NIMS Insurer, such address
furnished to the Depositor, the Master Servicer, the Trustee and the Trust
Administrator in writing by the NIMS Insurer. Any notice required or permitted
to be given to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.

               SECTION 11.06.         Severability of Provisions.

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

               SECTION 11.07.         Notice to Rating Agencies and the NIMS
                                      Insurer.

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

               1. Any material change or amendment to this Agreement;

               2. The occurrence of any Master Servicer Event of Default that
        has not been cured or waived;

               3. The resignation or termination of the Master Servicer or the
        Trustee or the Trust Administrator;

               4. The repurchase or substitution of Mortgage Loans pursuant to
        or as contemplated by Section 2.03;

               5. The final payment to the Holders of any Class of Certificates;

               6. Any change in the location of the Collection Account or the
        Distribution Account;



                                       158

<PAGE>



               7. Any event that would result in the inability of the Trust
        Administrator, were it to succeed as Master Servicer, to make advances
        regarding delinquent Mortgage Loans; and

               8. The filing of any claim under the Master Servicer's blanket
        bond and errors and omissions insurance policy required by Section 3.09
        or the cancellation or material modification of coverage under any such
        instrument.

               In addition, the Trust Administrator shall promptly furnish to
each Rating Agency and the NIMS Insurer copies of each report to
Certificateholders described in Section 4.02 and the Master Servicer, as
required pursuant to Section 3.19 and Section 3.20, shall promptly furnish to
each Rating Agency copies of the following:

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

               2. Each annual independent public accountants' servicing report
        described in Section 3.20.

               Any such notice pursuant to this Section 11.07 shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first class mail, postage prepaid, or by express delivery service
to Moody's Investors Service, 99 Church Street, New York, New York 10007 and to
Standard & Poor's, a division of the McGraw-Hill Companies, Inc., 25 Broadway,
New York, New York 10004, or such other addresses as the Rating Agencies may
designate in writing to the parties hereto.

               SECTION 11.08.         Article and Section References.

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

               SECTION 11.09.         Grant of Security Interest.

               It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Depositor to the Trustee be, and be
construed as, a sale of the Mortgage Loans by the Depositor and not a pledge of
the Mortgage Loans by the Depositor to secure a debt or other obligation of the
Depositor or the Originator. However, in the event that, notwithstanding the
aforementioned intent of the parties, the Mortgage Loans are held to be property
of the Depositor or the Originator, then, (a) it is the express intent of the
parties that such conveyance be deemed a pledge of the Mortgage Loans by the
Depositor to the Trustee to secure a debt or other obligation of the Depositor
or the Originator and (b)(1) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the Uniform
Commercial Code as in effect from time to time in the State of New York; (2) the
conveyance provided for in Section 2.01 hereof shall be deemed to be a grant by
the Originator and the Depositor to the Trustee of a security interest in all of
the Originator's and the Depositor's right, title and interest in and to the
Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in
accordance with the terms thereof and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments,


                                       159

<PAGE>



securities or other property, including without limitation all amounts, other
than investment earnings, from time to time held or invested in the Collection
Account and the Distribution Account, whether in the form of cash, instruments,
securities or other property; (3) the obligations secured by such security
agreement shall be deemed to be all of the Depositor's obligations under this
Agreement, including the obligation to provide to the Certificateholders the
benefits of this Agreement relating to the Mortgage Loans and the Trust Fund;
and (4) notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law. Accordingly, the
Depositor hereby grants to the Trustee a security interest in the Mortgage Loans
and all other property described in clause (2) of the preceding sentence, for
the purpose of securing to the Trustee the performance by the Depositor of the
obliga tions described in clause (3) of the preceding sentence. Notwithstanding
the foregoing, the parties hereto intend the conveyance pursuant to Section 2.01
and the transfer pursuant to the Mortgage Loan Purchase Agreement to be a true,
absolute and unconditional sale of the Mortgage Loans and assets constituting
the Trust Fund by the Depositor to the Trustee.

               SECTION 11.10          Third Party Rights.

               The NIMS Insurer shall be deemed a third-party beneficiary of
this Agreement to the same extent as if it were a party hereto, and shall have
the right to enforce the provisions of this Agreement.

               SECTION 11.11          NIMS Insurer's Rights.

               Notwithstanding anything to the contrary anywhere in this
Agreement, all rights of the NIMS Insurer hereunder (i) shall not be operable
whenever an Insurer Default or an Insurer Insolvency Event and a Backup Insurer
Default (as defined in the Indenture) shall have occurred and be continuing and
(ii) except in the case of any right to indemnification hereunder shall
permanently cease to be operable upon the later to occur of (A) the payment in
full of the NIM Notes as provided in the Indenture and (B) the payment in full
to the NIMS Insurer of any amounts owed to the NIMS Insurer as provided in the
Indenture.





                                       160

<PAGE>



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


                               AMERIQUEST MORTGAGE SECURITIES INC.,
                                 as Depositor


                               By:    /s/ John P. Grazer
                                  ------------------------------------------
                               Name:      John P. Grazer
                               Title:     Chief Financial Offier



                               AMERIQUEST MORTGAGE COMPANY,
                               + as Master Servicer


                               By:    /s/ John P. Grazer
                                  ------------------------------------------
                               Name:      John P. Grazer
                               Title:     Chief Financial Officer/Executive
                                          Vice President


                               BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
                                as Trust Administrator


                               By:    /s/ Ronaldo Reyes
                                  ------------------------------------------
                               Name:      Ronaldo Reyes
                               Title:     Associate


                               U.S. BANK NATIONAL ASSOCIATION
                                 as Trustee


                               By:    /s/ S. Christopherson
                                  ------------------------------------------
                               Name:      S. Christopherson
                               Title:     Vice President



<PAGE>




STATE OF CALIFORNIA           )
                              ) ss.:
COUNTY OF ORANGE              )

               On the ___ day of March 2002, before me, a notary public in and
for said State, personally appeared ____________, known to me to be an
________________ of Ameriquest Mortgage Securities Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

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




                                                        ______________________
                                                             Notary Public

[Notarial Seal]




<PAGE>



STATE OF CALIFORNIA           )
                              ) ss.:
COUNTY OF ORANGE              )


               On the __th day of March 2002, before me, a notary public in and
for said State, personally appeared __________________, known to me to be a
_________________ of Ameriquest Mortgage Company, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

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




                                                        ______________________
                                                             Notary Public

[Notarial Seal]



<PAGE>




STATE OF CALIFORNIA           )
                              ) ss.:
COUNTY OF                     )



               On the ___ day of March 2002, before me, a notary public in and
for said State, personally appeared _________________, known to me to be an
____________________ of Bankers Trust Company of California, N.A., one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such entity executed the within instrument.

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




                                                        ______________________
                                                             Notary Public

[Notarial Seal]




<PAGE>



STATE OF                      )
                              ) ss.:
COUNTY OF                     )



               On the ___ day of March 2002, before me, a notary public in and
for said State, personally appeared _________________, known to me to be an
____________________ of U.S. Bank National Association, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
entity executed the within instrument.

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




                                                        ______________________
                                                             Notary Public

[Notarial Seal]

<PAGE>

                                   EXHIBIT A-1

                         FORM OF CLASS AF-1 CERTIFICATE

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


Series 2002-1, Class AF-1                    Aggregate Certificate Principal
                                             Balance of the Class AF-1
                                             Certificates as of the Issue Date:

Pass-Through Rate: 3.61% per annum           $85,000,000.00

Date of Pooling and Servicing Agreement      Denomination:  $85,000,000.00
and Cut-off Date: March 1, 2002
                                             Master Servicer:  Ameriquest
                                             Mortgage Company
First Distribution Date: April 25, 2002
                                             Trustee: U.S. Bank National
                                             Association
No. 1
                                             Trust Administrator:  Bankers Trust
                                             Company of California, N.A.

                                             Issue Date: March 21, 2002

                                             CUSIP: 03072S BL 8



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












                                  A-1-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                       AMERIQUEST MORTGAGE SECURITIES INC.

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

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

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class AF-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 Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.


                                      A-1-2

<PAGE>



          The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the per annum rate set forth on the face hereof and (y) the Net
WAC Pass-Through Rate for such Distribution Date.

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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and the Trust Administrator with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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 Trust Administrator may require payment of
a sum sufficient to cover any tax


                                      A-1-3

<PAGE>



or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator 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 REMIC I, and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the sum of the aggregate Stated Principal Balance of the Initial Mortgage
Loans at the Cut-off Date and the Original Pre-Funded Amounts.

          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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-1-4

<PAGE>



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

Dated: March __, 2002

                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A.
                                             as Trust Administrator


                                             By:__________________________
                                                   Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class AF-1 Certificates referred to in the
within-mentioned Agreement.

                                             BANKERS TRUST COMPANY OF
                                             CALIFORNIA, N.A.
                                             as Certificate Registrar


                                             By:__________________________
                                                  Authorized Signatory






                                      A-1-5

<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                        _________________
          if 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
Pass-Through 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-1-6

<PAGE>




                            DISTRIBUTION INSTRUCTIONS

               The assignee should include the following for purposes of
distribution:

               Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ____________________________
_______________________________, account number______________ or, if mailed by
check, to _____________________________________________________________________.
Applicable statements should be mailed to______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

          This information is provided by _____________________________________,
the assignee named above, or ____________________________________, as its agent.




                                      A-1-7

<PAGE>



                                   EXHIBIT A-2

                         FORM OF CLASS AF-2 CERTIFICATE

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


Series 2002-1, Class AF-2                    Aggregate Certificate Principal
                                             Balance of the Class AF-2
Pass-Through Rate: 4.58% per annum           Certificates as of the Issue Date:
                                             $30,000,000.00
Date of Pooling and Servicing Agreement
and Cut-off Date: March 1, 2002              Denomination:  $30,000,000.00

First Distribution Date: April 25, 2002      Master Servicer:  Ameriquest
                                             Mortgage Company
No. 1
                                             Trustee: U.S. Bank National
                                             Association

                                             Trust Administrator:  Bankers Trust
                                             Company of California, N.A.

                                             Issue Date: March 21, 2002

                                             CUSIP: 03072S BM 6


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












                                      A-2-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                       AMERIQUEST MORTGAGE SECURITIES INC.

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

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

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class AF-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 Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.


                                      A-2-2

<PAGE>



          The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the per annum rate set forth on the face hereof and (y) the Net
WAC Pass-Through Rate for such Distribution Date.

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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and the Trust Administrator with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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 Trust Administrator may require payment of
a sum sufficient to cover any tax


                                      A-2-3

<PAGE>



or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator 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 REMIC I, and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the sum of the aggregate Stated Principal Balance of the Initial Mortgage
Loans at the Cut-off Date and the Original Pre-Funded Amounts.

          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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 Trust Administrator has caused this
Certificate to be duly executed.

Dated: March __, 2002

                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A.
                                             as Trust Administrator


                                             By:_______________________________
                                                     Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

               This is one of the Class AF-2 Certificates referred to in the
within-mentioned Agreement.

                                             BANKERS TRUST COMPANY OF
                                             CALIFORNIA, N.A.
                                             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                        _________________
          if 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 Pass-
Through 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 A-3

                         FORM OF CLASS AF-3 CERTIFICATE

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


Series 2002-1, Class AF-3                    Aggregate Certificate Principal
                                             Balance of the Class AF-3
                                             Certificates as of the Issue Date:
Pass-Through Rate: 5.12% per annum           $50,000,000.00

Date of Pooling and Servicing Agreement      Denomination:  $50,000,000.00
and Cut-off Date: March 1, 2002
                                             Master Servicer:  Ameriquest
First Distribution Date: April 25, 2002      Mortgage Company

No. 1                                        Trustee: U.S. Bank National
                                             Association

                                             Trust Administrator:  Bankers Trust
                                             Company of California, N.A.

                                             Issue Date: March 21, 2002

                                             CUSIP: 03072S BN 4


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












                                      A-2-8

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                       AMERIQUEST MORTGAGE SECURITIES INC.

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

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

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class AF-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 Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.


                                      A-2-9

<PAGE>



          The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the per annum rate set forth on the face hereof and (y) the Net
WAC Pass-Through Rate for such Distribution Date.

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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and the Trust Administrator with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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 Trust Administrator may require payment of
a sum sufficient to cover any tax


                                     A-2-10

<PAGE>



or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator 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 REMIC I, and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the sum of the aggregate Stated Principal Balance of the Initial Mortgage
Loans at the Cut-off Date and the Original Pre-Funded Amounts.

          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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-2-11

<PAGE>



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

Dated: March __, 2002

                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                     Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class AF-3 Certificates referred to in the
within-mentioned Agreement.

                                             BANKERS TRUST COMPANY OF
                                             CALIFORNIA, N.A.
                                             as Certificate Registrar


                                             By:________________________________
                                                     Authorized Signatory






                                     A-2-12

<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                        _________________
          if 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 Pass-
Through 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-2-13

<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-2-14

<PAGE>



                                   EXHIBIT A-4

                         FORM OF CLASS AF-4 CERTIFICATE

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


Series 2002-1, Class AF-4                    Aggregate Certificate Principal
                                             Balance of the Class AF-4
                                             Certificates as of the Issue Date:
Pass-Through Rate: 5.90% per annum           $23,000,000.00

Date of Pooling and Servicing Agreement      Denomination:  $23,000,000.00
and Cut-off Date: March 1, 2002
                                             Master Servicer:  Ameriquest
First Distribution Date: April 25, 2002      Mortgage Company

No. 1                                        Trustee: U.S. Bank National
                                             Association

                                             Trust Administrator:  Bankers Trust
                                             Company of California, N.A.

                                             Issue Date: March 21, 2002

                                             CUSIP: 03072S BP 9



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












                                     A-2-15

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                               AMERIQUEST MORTGAGE SECURITIES INC.

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

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

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

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


                                     A-2-16

<PAGE>



          The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the per annum rate set forth on the face hereof and (y) the Net
WAC Pass-Through Rate for such Distribution Date.

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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and the Trust Administrator with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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 Trust Administrator may require payment of
a sum sufficient to cover any tax


                                     A-2-17

<PAGE>



or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator 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
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the sum of the
aggregate Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date and the Original Pre-Funded Amounts.

          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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-2-18

<PAGE>



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

Dated: March __, 2002

                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A.
                                             as Trust Administrator


                                             By:_______________________________
                                                     Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

               This is one of the Class AF-4 Certificates referred to in the
within-mentioned Agreement.

                                             BANKERS TRUST COMPANY OF
                                             CALIFORNIA, N.A.
                                             as Certificate Registrar


                                             By:_______________________________
                                                     Authorized Signatory






                                     A-2-19

<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                        _________________
          if 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 Pass-
Through 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-2-20

<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-2-21

<PAGE>



                                   EXHIBIT A-5

                         FORM OF CLASS AF-5 CERTIFICATE

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


Series 2002-1, Class AF-5                    Aggregate Certificate Principal
                                             Balance of the Class AF-5
                                             Certificates as of the Issue Date:
Pass-Through Rate: 6.67% per annum           $32,502,000.00

Date of Pooling and Servicing Agreement      Denomination:  $32,502,000.00
and Cut-off Date: March 1, 2002
                                             Master Servicer:  Ameriquest
First Distribution Date: April 25, 2002      Mortgage Company

No. 1                                        Trustee: U.S. Bank National
                                             Association

                                             Trust Administrator:  Bankers Trust
                                             Company of California, N.A.

                                             Issue Date: March 21, 2002

                                             CUSIP: 03072S BQ 7



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












                                     A-2-22

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                       AMERIQUEST MORTGAGE SECURITIES INC.

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

          This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class AF-5 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class AF-5 Certificates in REMIC III created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer, the Trustee and the
Trust Administrator, a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class AF-5 Certificates on such Distribution
Date pursuant to the Agreement.

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


                                     A-2-23

<PAGE>



          The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the per annum rate set forth on the face hereof and (y) the Net
WAC Pass-Through Rate for such Distribution Date.

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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and the Trust Administrator with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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 Trust Administrator may require payment of
a sum sufficient to cover any tax


                                     A-2-24

<PAGE>



or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator, 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 REMIC I, and (ii) the purchase by the party
designated in the Agreement at a price determined as provided in the Agreement
from REMIC I of all the Mortgage Loans and all property acquired in respect of
such Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from REMIC I all the Mortgage Loans and
all property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the sum of the aggregate Stated Principal
Balance of the Initial Mortgage Loans at the Cut-off Date and the Original
Pre-Funded Amounts.

          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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-2-25

<PAGE>



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

Dated: March __, 2002

                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A.
                                             as Trust Administrator


                                             By:_______________________________
                                                     Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class AF-5 Certificates referred to in the
within-mentioned Agreement.

                                             BANKERS TRUST COMPANY OF
                                             CALIFORNIA, N.A.
                                             as Certificate Registrar


                                             By:_______________________________
                                                     Authorized Signatory






                                     A-2-26

<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                        _________________
          if 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 Pass-
Through 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-2-27

<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-2-28

<PAGE>



                                   EXHIBIT A-6

                         FORM OF CLASS AF-6 CERTIFICATE

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


Series  2002-1, Class AF-6                   Aggregate Certificate Principal
                                             Balance of the Class AF-6
Pass-Through Rate: 6.20% per annum           Certificates as of the Issue Date:
                                             $30,000,000.00
Date of Pooling and Servicing Agreement
and Cut-off Date: March 1, 2002              Denomination:  $30,000,000.00

First Distribution Date: April 25, 2002      Master Servicer:  Ameriquest
                                             Mortgage Company
No. 1
                                             Trustee: U.S. Bank National
                                             Association

                                             Trust Administrator:  Bankers Trust
                                             Company of California, N.A.

                                             Issue Date: March 21, 2002

                                             CUSIP: 03072S BR 5


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












                                     A-2-29

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                       AMERIQUEST MORTGAGE SECURITIES INC.

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

          This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class AF-6 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class AF-6 Certificates in REMIC III created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer, the Trustee and the
Trust Administrator, a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class AF-6 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 Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.


                                     A-2-30

<PAGE>



          The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the per annum rate set forth on the face hereof and (y) the Net
WAC Pass-Through Rate for such Distribution Date.

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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and the Trust Administrator with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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 Trust Administrator may require payment of
a sum sufficient to cover any tax


                                     A-2-31

<PAGE>



or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator 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 REMIC I, and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the sum of the aggregate Stated Principal Balance of the Initial Mortgage
Loans at the Cut-off Date and the Original Pre-Funded Amounts.

          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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-2-32

<PAGE>



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

Dated: March __, 2002

                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A.
                                             as Trust Administrator


                                             By:_______________________________
                                                     Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class AF-6 Certificates referred to in the
within-mentioned Agreement.

                                             BANKERS TRUST COMPANY OF
                                             CALIFORNIA, N.A.
                                             as Certificate Registrar


                                             By:_______________________________
                                                     Authorized Signatory






                                     A-2-33

<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                        _________________
          if 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 Pass-
Through 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-2-34

<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-2-35

<PAGE>



                                   EXHIBIT A-7

                          FORM OF CLASS AV CERTIFICATE

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


Series 2002-1, Class AV                      Aggregate Certificate Principal
                                             Balance of the Class AV
                                             Certificates as of the Issue Date:
Pass-Through Rate: Variable                  $505,498,000.00

Date of Pooling and Servicing Agreement      Denomination:  $505,498,000.00
and Cut-off Date: March 1, 2002
                                             Master Servicer:  Ameriquest
First Distribution Date: April 25, 2002      Mortgage Company

No. 1                                        Trustee: U.S. Bank National
                                             Association

                                             Trust Administrator:  Bankers Trust
                                             Company of California, N.A.

                                             Issue Date: March 21, 2002

                                             CUSIP: 03072S BS 3


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












                                     A-2-36

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                       AMERIQUEST MORTGAGE SECURITIES INC.

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

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

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class AV 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 Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.


                                     A-2-37

<PAGE>



          The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (i) One-Month LIBOR plus the
Certificate Margin and (ii) the Maximum Cap Rate. The Certificate Margin for
this Certificate is with respect to this Certificate is 0.31% in the case of
each Distribution Date through and including the Distribution Date on which the
aggregate principal balance of the Mortgage Loans (and properties acquired in
respect thereof) remaining in the Trust is reduced to less than 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or
0.62% in the case of any Distribution Date thereafter.

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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and the Trust Administrator with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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.



                                     A-2-38

<PAGE>



          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 Trust Administrator may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator 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 REMIC I, and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the sum of the aggregate Stated Principal Balance of the Initial Mortgage
Loans at the Cut-off Date and the Original Pre-Funded Amounts.

          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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-2-39

<PAGE>



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

Dated: March __, 2002

                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A.
                                             as Trust Administrator


                                             By:_______________________________
                                                     Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

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

                                             BANKERS TRUST COMPANY OF
                                             CALIFORNIA, N.A.
                                             as Certificate Registrar


                                             By:_______________________________
                                                     Authorized Signatory






                                     A-2-40

<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                        _________________
          if 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 Pass-
Through 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-2-41

<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-2-42

<PAGE>



                                   EXHIBIT A-8

                          FORM OF CLASS M-1 CERTIFICATE

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

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


Series 2002-1, Class M-1                     Aggregate Certificate Principal
                                             Balance of the Class M-1
                                             Certificates as of the Issue Date:
Pass-Through Rate:  Variable                 $45,000,000.00

Date of Pooling and Servicing Agreement      Denomination:  $45,000,000.00
and Cut-off Date: March 1, 2002
                                             Master Servicer:  Ameriquest
First Distribution Date: April 25, 2002      Mortgage Company

                                             Trustee: U.S. Bank National
No. 1                                        Association

                                             Trust Administrator:  Bankers Trust
                                              Company of California, N.A.

                                             Issue Date: March 21, 2002

                                             CUSIP: 03072S BT 1


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





                                     A-2-43

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                       AMERIQUEST MORTGAGE SECURITIES INC.

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

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

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class 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 Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.


                                     A-2-44

<PAGE>



          The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (i) One-Month LIBOR plus the
Certificate Margin and (ii) the Maximum Cap Rate. The Certificate Margin for
this Certificate is with respect to this Certificate is 0.70% in the case of
each Distribution Date through and including the Distribution Date on which the
aggregate principal balance of the Mortgage Loans (and properties acquired in
respect thereof) remaining in the Trust is reduced to less than 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or
1.05% in the case of any Distribution Date thereafter.

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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and the Trust Administrator with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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.



                                     A-2-45

<PAGE>



          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 Trust Administrator may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator 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 REMIC I, and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the sum of the aggregate Stated Principal Balance of the Initial Mortgage
Loans at the Cut-off Date and the Original Pre-Funded Amounts.

          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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-2-46

<PAGE>



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

Dated: March __, 2002

                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A.
                                             as Trust Administrator


                                             By:_______________________________
                                                     Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

               This is one of the Class M-1 Certificates referred to in the
within-mentioned Agreement.

                                             BANKERS TRUST COMPANY OF
                                             CALIFORNIA, N.A.
                                             as Certificate Registrar


                                             By:_______________________________
                                                     Authorized Signatory








                                     A-2-47

<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                        _________________
          if 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 Pass-
Through 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-2-48

<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-2-49

<PAGE>



                                   EXHIBIT A-9

                          FORM OF CLASS M-2 CERTIFICATE

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

     THIS  CERTIFICATE IS SUBORDINATE TO THE CLASS A  CERTIFICATES,  THE
     CLASS S CERTIFICATES  AND THE CLASS M-1  CERTIFICATES TO THE EXTENT
     DESCRIBED  IN THE  POOLING  AND  SERVICING  AGREEMENT  REFERRED  TO
     HEREIN.


Series 2002-1, Class M-2                     Aggregate Certificate Principal
                                             Balance of the Class M-2
                                             Certificates as of the Issue Date:
Pass-Through Rate:  Variable                 $45,000,000.00

Date of Pooling and Servicing Agreement      Denomination:  $45,000,000.00
and Cut-off Date: March 1, 2002
                                             Master Servicer:  Ameriquest
First Distribution Date: April 25, 2002      Mortgage Company

No. 1                                        Trustee: U.S. Bank National
                                             Association

                                             Trust Administrator:  Bankers Trust
                                             Company of California, N.A.

                                             Issue Date: March 21, 2002

                                             CUSIP: 03072S BU 8



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




                                      A-3-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                       AMERIQUEST MORTGAGE SECURITIES INC.

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

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

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class 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 Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.


                                      A-3-2

<PAGE>



          The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (i) One-Month LIBOR plus the
Certificate Margin and (ii) the Maximum Cap Rate. The Certificate Margin for
this Certificate is with respect to this Certificate is 1.20% in the case of
each Distribution Date through and including the Distribution Date on which the
aggregate principal balance of the Mortgage Loans (and properties acquired in
respect thereof) remaining in the Trust is reduced to less than 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or
1.80% in the case of any Distribution Date thereafter.

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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and the Trust Administrator with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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.



                                      A-3-3

<PAGE>



          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 Trust Administrator may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator 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 REMIC I, and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the sum of the aggregate Stated Principal Balance of the Initial Mortgage
Loans at the Cut-off Date and the Original Pre-Funded Amounts.

          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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-3-4

<PAGE>



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

Dated: March __, 2002

                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                     Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

               This is one of the Class M-2 Certificates referred to in the
within-mentioned Agreement.

                                             BANKERS TRUST COMPANY OF
                                             CALIFORNIA, N.A.
                                             as Certificate Registrar


                                             By:________________________________
                                                     Authorized Signatory










                                      A-3-5

<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                        _________________
          if 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 Pass-
Through 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-3-6

<PAGE>




                            DISTRIBUTION INSTRUCTIONS

               The assignee should include the following for purposes of
distribution:

               Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
________________________________ for the account of ___________________________
_______________________________, account number______________ or, if mailed by
check, to _____________________________________________________________________
_______________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________
_______________________________________________________________________________.

     This information is provided by __________________________________________,
the assignee named above, or ____________________________________, as its agent.







                                      A-3-7

<PAGE>



                                  EXHIBIT A-10

                          FORM OF CLASS M-3 CERTIFICATE

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

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


Series 2002-1, Class M-3                     Aggregate Certificate Principal
                                             Balance of the Class M-3
                                             Certificates as of the Issue Date:
Pass-Through Rate:  Variable                 $36,000,000.00

Date of Pooling and Servicing Agreement      Denomination:  $36,000,000.00
and Cut-off Date: March 1, 2002
                                             Master Servicer:  Ameriquest
First Distribution Date: April 25, 2002      Mortgage Company

No. 1                                        Trustee: U. S. Bank National
                                             Association

                                             Trust Administrator:  Bankers Trust
                                             Company of California, N.A.

                                             Issue Date: March 21, 2002

                                             CUSIP: 03072S BV 6




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



                                      A-4-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                       AMERIQUEST MORTGAGE SECURITIES INC.

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

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

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class 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 Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.


                                      A-4-2

<PAGE>



          The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (i) One-Month LIBOR plus the
Certificate Margin and (ii) the Maximum Cap Rate. The Certificate Margin for
this Certificate is with respect to this Certificate is 1.80% in the case of
each Distribution Date through and including the Distribution Date on which the
aggregate principal balance of the Mortgage Loans (and properties acquired in
respect thereof) remaining in the Trust is reduced to less than 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or
2.70% in the case of any Distribution Date thereafter.

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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and the Trust Administrator with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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.



                                      A-4-3

<PAGE>



          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 Trust Administrator may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator 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 REMIC I, and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the sum of the aggregate Stated Principal Balance of the Initial Mortgage
Loans at the Cut-off Date and the Original Pre-Funded Amounts.

          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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-4-4

<PAGE>



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

Dated: March __, 2002

                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A.
                                             as Trust Administrator


                                             By:_______________________________
                                                     Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class M-3 Certificates referred to in the
within-mentioned Agreement.

                                             BANKERS TRUST COMPANY OF
                                             CALIFORNIA, N.A.
                                             as Certificate Registrar


                                             By:_______________________________
                                                     Authorized Signatory










                                      A-4-5

<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                        _________________
          if 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 Pass-
Through 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-4-6

<PAGE>




                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
________________________________ for the account of ___________________________
_______________________________, account number______________ or, if mailed by
check, to _____________________________________________________________________
______________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________
______________________________________________________________________________.

     This information is provided by ____________________________________, the
assignee named above, or ____________________________________, as its agent.






                                      A-4-7

<PAGE>



                                  EXHIBIT A-11

                          FORM OF CLASS M-4 CERTIFICATE

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

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


Series 2002-1, Class M-4                     Aggregate Certificate Principal
                                             Balance of the Class M-4
                                             Certificates as of the Issue Date:
Pass-Through Rate:  Variable                 $6,750,000.00

Date of Pooling and Servicing Agreement      Denomination:  $6,750,000.00
and Cut-off Date: March 1, 2002
                                             Master Servicer:  Ameriquest
First Distribution Date: April 25, 2002      Mortgage Company

No. 1                                        Trustee: U. S. Bank National
                                             Association

                                             Trust Administrator:  Bankers Trust
                                             Company of California, N.A.

                                             Issue Date: March 21, 2002

                                             CUSIP: 03072S BW 4




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



                                      A-4-8

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                       AMERIQUEST MORTGAGE SECURITIES INC.

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

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

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

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


                                      A-4-9

<PAGE>



          The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall be the
lesser of (x) the Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (i) One-Month LIBOR plus the
Certificate Margin and (ii) the Maximum Cap Rate. The Certificate Margin for
this Certificate is with respect to this Certificate is 2.20% in the case of
each Distribution Date through and including the Distribution Date on which the
aggregate principal balance of the Mortgage Loans (and properties acquired in
respect thereof) remaining in the Trust is reduced to less than 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or
3.30% in the case of any Distribution Date thereafter.

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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator and the Trustee with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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.



                                     A-4-10

<PAGE>



          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 Trust Administrator may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator 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 REMIC I, and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the sum of the aggregate Stated Principal Balance of the Initial Mortgage
Loans at the Cut-off Date and the Original Pre-Funded Amounts.

          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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-4-11

<PAGE>



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

Dated: March __, 2002

                                            BANKERS TRUST COMPANY
                                            OF CALIFORNIA, N.A.
                                            as Trust Administrator


                                            By:__________________________
                                                    Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

               This is one of the Class M-4 Certificates referred to in the
within-mentioned Agreement.

                                            BANKERS TRUST COMPANY OF
                                            CALIFORNIA, N.A.
                                            as Certificate Registrar


                                            By:__________________________
                                                    Authorized Signatory










                                     A-4-12

<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                        _________________
          if 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 Pass-
Through 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-4-13

<PAGE>




                            DISTRIBUTION INSTRUCTIONS

               The assignee should include the following for purposes of
distribution:

               Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
________________________________ for the account of ___________________________
_______________________________, account number______________ or, if mailed by
check, to _____________________________________________________________________
_______________________________________________________________________________.
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________
_______________________________________________________________________________.

     This information is provided by _____________________________________, the
assignee named above, or ____________________________________, as its agent.






                                     A-4-14

<PAGE>



                                  EXHIBIT A-12

                          FORM OF CLASS CE CERTIFICATE

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

     THIS CERTIFICATE IS SUBORDINATE TO THE A CERTIFICATES,  THE CLASS S
     CERTIFICATES AND THE MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED
     IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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

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



                                      A-5-1

<PAGE>





Series 2002-1, Class CE                      Aggregate Certificate Principal
                                             Balance of the Class CE
                                             Certificates as of the Issue Date:
Date of Pooling and Servicing Agreement      $11,249,900.00
and Cut-off Date: March 1, 2002
                                             Denomination:  $11,249,900.00
First Distribution Date: April 25, 2002
                                             Master Servicer:  Ameriquest
No. 1                                        Mortgage Company

Aggregate Notional Amount of the Class       Trustee: U.S. Bank National
CE Certificates as of the Issue Date:        Associatio
$900,000,000.00
                                             Trust Administrator:  Bankers Trust
                                             Company of California, N.A.

Notional Amount:  $900,000,000.00            Issue Date: March 21, 2002



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






                                      A-5-2

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                       AMERIQUEST MORTGAGE SECURITIES INC.

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

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

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class CE 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 Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.


                                      A-5-3

<PAGE>



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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and the Trust Administrator with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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 transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator and the Certificate
Registrar shall require receipt of (i) if such transfer is purportedly being
made in reliance


                                      A-5-4

<PAGE>



upon Rule 144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee, the Trust Administrator or the Master Servicer in their respective
capacities as such), together with copies of the written certification(s) of the
Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the
Depositor, the Certificate Registrar, the Trustee or the Trust Administrator is
obligated to register or qualify the Class of Certificates specified on the face
hereof under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Master Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

          No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

          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 Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator 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
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the sum of the
aggregate Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date and the Original Pre-Funded Amounts.


                                      A-5-5

<PAGE>



          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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-5-6

<PAGE>



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

Dated: March __, 2002

                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A.
                                             as Trust Administrator


                                             By:_______________________________
                                                     Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

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

                                             BANKERS TRUST COMPANY OF
                                             CALIFORNIA, N.A.
                                             as Certificate Registrar


                                             By:_______________________________
                                                     Authorized Signatory










                                      A-5-7

<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                        _________________
          if 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 Pass-
Through 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-5-8

<PAGE>




                            DISTRIBUTION INSTRUCTIONS

               The assignee should include the following for purposes of
distribution:

               Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________
_______________________________, account number______________ or, if mailed by
check, to _____________________________________________________________________.
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________.

     This information is provided by __________________________________________,
the assignee named above, or ____________________________________, as its agent.









                                      A-5-9

<PAGE>



                                  EXHIBIT A-13

                           FORM OF CLASS P CERTIFICATE

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

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

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


Series 2002-1, Class P                       Aggregate Certificate Principal
                                             Balance of the Class P Certificates
                                             as of the Issue Date: $100.00
Date of Pooling and Servicing Agreement
and Cut-off Date: March 1, 2002              Denomination:  $100.00

First Distribution Date: April 25, 2002      Master Servicer:  Ameriquest
                                             Mortgage Company
No. 1
                                             Trustee: U.S. Bank National
                                             Association

                                             Trust Administrator:  Bankers Trust
                                             Company of California, N.A.

                                             Issue Date: March 21, 2002





                                      A-6-1

<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  AS THE
     DENOMINATION OF THIS CERTIFICATE.

                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                       AMERIQUEST MORTGAGE SECURITIES INC.

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

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

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


                                      A-6-2

<PAGE>



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

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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and the Trust Administrator with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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


                                      A-6-3

<PAGE>



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 the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator and the Certificate
Registrar shall require receipt of (i) if such transfer is purportedly being
made in reliance upon Rule 144A under the 1933 Act, written certifications from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder's prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Master
Servicer in their respective capacities as such), together with copies of the
written certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar, the Trustee
or the Trust Administrator is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Trust Administrator, the
Depositor, the Certificate Registrar and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

          No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

          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 Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator, on behalf of theTrustee 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


                                      A-6-4

<PAGE>



Mortgage Loan remaining in REMIC I, and (ii) the purchase by the party
designated in the Agreement at a price determined as provided in the Agreement
from REMIC I of all the Mortgage Loans and all property acquired in respect of
such Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from REMIC I all the Mortgage Loans and
all property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the sum of the aggregate Stated Principal
Balance of the Initial Mortgage Loans at the Cut-off Date and the Original
Pre-Funded Amounts.

          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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-6-5

<PAGE>



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

Dated: March __, 2002

                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A.
                                             as Trust Administrator


                                             By:______________________________
                                                     Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

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

                                             BANKERS TRUST COMPANY OF
                                             CALIFORNIA, N.A.
                                             as Certificate Registrar


                                             By:______________________________
                                                     Authorized Signatory












                                      A-6-6

<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                        _________________
          if 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 Pass-
Through 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-6-7

<PAGE>




                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
________________________________ for the account of ___________________________
_______________________________, account number______________ or, if mailed by
check, to _____________________________________________________________________.
Applicable statements should be mailed to______________________________________
_______________________________________________________________________________.

     This information is provided by _____________________________________, the
assignee named above, or ____________________________________, as its agent.










                                      A-6-8

<PAGE>



                                           EXHIBIT A-14

                           FORM OF CLASS S CERTIFICATE

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


Series 2002-1, Class S                       Aggregate Notional Amount of the
                                             Class S Certificates as of the
                                             Issue Date:

Pass-Through Rate:  Variable                 $90,000,000.00

Date of Pooling and Servicing Agreement      Denomination:  $90,000,000.00
and Cut-off Date: March 1, 2002
                                             Master Servicer:  Ameriquest
First Distribution Date: April 25, 2002      Mortgage Company

No.1                                         Trustee: U.S. Bank National
                                             Association

                                             Trust Administrator:  Bankers Trust
                                             Company of California, N.A.

                                             Issue Date: March 21, 2002

                                             CUSIP: 03072S BX 2



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












                                      A-7-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                       AMERIQUEST MORTGAGE SECURITIES INC.

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

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

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class S 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 Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.



                                      A-7-2

<PAGE>



          The Pass-Through Rate for the Class S Certificates will be 6.50% per
annum for the 1st Distribution Date through the 10th Distribution Date, 4.50%
per annum for the 11th Distribution Date through the 20th Distribution Date and
2.50% per annum for the 21st Distribution Date through the 30th Distribution
Date. After the 30th Distribution Date, the Pass-Through Rate for the Class S
Certificates will be 0.00% per annum.

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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator and the Trustee with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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-7-3

<PAGE>



          No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trust Administrator may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator 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 REMIC I, and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the sum of the aggregate Stated Principal Balance of the Initial Mortgage
Loans at the Cut-off Date and the Original Pre-Funded Amounts.

          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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-7-4

<PAGE>



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

Dated: March __, 2002

                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A.
                                             as Trust Administrator


                                             By:______________________________
                                                     Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

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

                                             BANKERS TRUST COMPANY OF
                                             CALIFORNIA, N.A.
                                             as Certificate Registrar


                                             By:______________________________
                                                     Authorized Signatory






                                      A-7-5

<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                        _________________
          if 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 Pass-
Through 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-7-6

<PAGE>




                            DISTRIBUTION INSTRUCTIONS

               The assignee should include the following for purposes of
distribution:

               Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
________________________________ for the account of ___________________________
_______________________________, account number______________ or, if mailed by
check, to _____________________________________________________________________
 ______________________________________________________________________________.
Applicable statements should be mailed to______________________________________
 ______________________________________________________________________________.

     This information is provided by _________________________________________,
the assignee named above, or ____________________________________, as its agent.



                                      A-7-7

<PAGE>



                                  EXHIBIT A-15

                           FORM OF CLASS R CERTIFICATE

     THIS  CERTIFICATE  MAY NOT BE  TRANSFERRED  TO A NON-UNITED  STATES
     PERSON.

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

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

     ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY
     BE MADE ONLY IN ACCORDANCE  WITH THE  PROVISIONS OF SECTION 5.02 OF
     THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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

     ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY
     BE MADE ONLY IF THE PROPOSED  TRANSFEREE  PROVIDES (I) AN AFFIDAVIT
     TO THE  TRUSTEE  THAT (A)  SUCH  TRANSFEREE  IS NOT (1) THE  UNITED
     STATES  OR  ANY   POSSESSION   THEREOF,   ANY  STATE  OR  POLITICAL
     SUBDIVISION  THEREOF,  ANY FOREIGN  GOVERNMENT,  ANY  INTERNATIONAL
     ORGANIZATION,  OR  ANY  AGENCY  OR  INSTRUMENTALITY  OF  ANY OF THE
     FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
     IN SECTION  521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY
     CHAPTER 1 OF THE CODE  UNLESS SUCH  ORGANIZATION  IS SUBJECT TO THE
     TAX  IMPOSED  BY  SECTION  511 OF THE  CODE,  (3) ANY  ORGANIZATION
     DESCRIBED IN SECTION


                                      A-8-1

<PAGE>



     1381(A)(2)(C)  OF  THE  CODE  (ANY  SUCHPERSON   DESCRIBED  IN  THE
     FOREGOING  CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO
     AS A "DISQUALIFIED ORGANIZATION") OR (4) AN AGENT OF A DISQUALIFIED
     ORGANIZATION  AND (B) NO PURPOSE OF SUCH  TRANSFER IS TO IMPEDE THE
     ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES
     CERTAIN ADDITIONAL  CONDITIONS  RELATING TO THE FINANCIAL CONDITION
     OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
     CERTIFICATE REGISTER OF ANY TRANSFER,  SALE OR OTHER DISPOSITION OF
     THIS  CERTIFICATE TO A DISQUALIFIED  ORGANIZATION  OR AN AGENT OF A
     DISQUALIFIED ORGANIZATION,  SUCH REGISTRATION SHALL BE DEEMED TO BE
     OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE
     DEEMED  TO  BE  A  CERTIFICATEHOLDER  FOR  ANY  PURPOSE  HEREUNDER,
     INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
     CERTIFICATE.  EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE  HEREOF
     SHALL  BE  DEEMED  TO  HAVE  CONSENTED  TO THE  PROVISIONS  OF THIS
     PARAGRAPH AND THE PROVISIONS OF SECTION  5.02(D) OF THE POOLING AND
     SERVICING  AGREEMENT  REFERRED  TO  HEREIN.  ANY  PERSON  THAT IS A
     DISQUALIFIED  ORGANIZATION IS PROHIBITED FROM ACQUIRING  BENEFICIAL
     OWNERSHIP OF THIS CERTIFICATE.


Series 2002-1, Class R                       Aggregate Percentage Interest of
                                             the Class R Certificates as of the
                                             Issue Date: 100.00%

Date of Pooling and Servicing Agreement      Percentage Interest
and Cut-off Date: March 1, 2002
                                             Denomination: 100% Percentage
First Distribution Date: April 25, 2002      Interest

No. 1                                        Master Servicer:  Ameriquest
                                             Mortgage Company

                                             Trustee: U.S. Bank National
                                             Association

                                             Trust Administrator:  Bankers Trust
                                             Company of California, N.A.

                                             Issue Date: March 21, 2002







                                      A-8-2

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

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

                       AMERIQUEST MORTGAGE SECURITIES INC.

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

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

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

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



                                      A-8-3

<PAGE>



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

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

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Trustee and the Trust Administrator with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trust Administrator 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 Trust Administrator 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 transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator and the Certificate
Registrar shall require receipt of (i) if such transfer is purportedly being
made in


                                      A-8-4

<PAGE>



reliance upon Rule 144A under the 1933 Act, written certifications from the
Holder of the Certificate desiring to effect the transfer, and from such
Holder's prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trust Administrator or the Master Servicer in
their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the Trust
Administrator is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any Holder
desiring to effect a transfer of this Certificate shall be required to indemnify
the Trustee, the Trust Administrator, the Depositor, the Certificate Registrar
and the Master Servicer against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.

          No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

          Prior to registration of any transfer, sale or other disposition of
this Certificate, the proposed transferee shall provide to the Trust
Administrator (i) an affidavit to the effect that such transferee is any Person
other than a Disqualified Organization or the agent (including a broker, nominee
or middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a PRO RATA share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have consented to the provisions of Section 5.02 of the Agreement and
to any amendment of the Agreement deemed necessary by counsel of the Depositor
to ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon the REMIC.

          No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.


                                      A-8-5

<PAGE>



          No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trust Administrator may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Certificate Registrar and any agent of the Depositor, the
Master Servicer, the Trustee, the Trust Administrator 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 Master
Servicer, the Trustee, the Trust Administrator, 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 the Trust Administrator 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 REMIC I, and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the sum of the aggregate Stated Principal Balance of the Initial Mortgage
Loans at the Cut-off Date and the Original Pre-Funded Amounts.

          The recitals contained herein shall be taken as statements of the
Depositor and neither the Trustee nor the Trust 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-8-6

<PAGE>



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

Dated: March __, 2002

                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A.
                                             as Trust Administrator


                                             By:_______________________________
                                                     Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

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

                                             BANKERS TRUST COMPANY OF
                                             CALIFORNIA, N.A.
                                             as Certificate Registrar


                                             By:_______________________________
                                                     Authorized Signatory












                                      A-8-7

<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                        _________________
          if 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
Pass-Through 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-8-8

<PAGE>




                            DISTRIBUTION INSTRUCTIONS

               The assignee should include the following for purposes of
distribution:

               Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ____________________________
_______________________________, account number______________ or, if mailed by
check, to _____________________________________________________________________
______________________________________________________________________________.
Applicable statements should be mailed to______________________________________
______________________________________________________________________________.

          This information is provided by _____________________________________,
the assignee named above, or ____________________________________, as its agent.

























                                      A-8-9

<PAGE>



                                    EXHIBIT B

                                   [RESERVED]











                                       B-1

<PAGE>



                                           EXHIBIT C-1

                       FORM OF TRUST ADMINISTRATOR'S INITIAL CERTIFICATION

                                                            [Date]

Ameriquest Mortgage Securities Inc.
1100 Town & Country Road, Suite 1100
 Orange, California 92868

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

     Re:  Pooling and Servicing Agreement, dated as of March 1, 2002, among
          Ameriquest Mortgage Securities Inc., Ameriquest Mortgage Company,
          Bankers Trust Company of California, N.A. and U.S. Bank National
          Association, Asset-Backed Mortgage Pass-Through Certificates, Series
          2002-1
          ---------------------------------------------------------------------

Ladies and Gentlemen:

          Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated
as of March 1, 2002, among Ameriquest Mortgage Securities Inc. as Depositor,
Ameriquest Mortgage Company, as master servicer, U.S. Bank National Association
as trustee and Bankers Trust Company of California, N.A. as trust administrator,
we hereby acknowledge that as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan
specifically identified in the exception report annexed thereto as not being
covered by such certification), (i) all documents constituting part of such
Mortgage File (other than such documents described in Section 2.01(v)) required
to be delivered to it pursuant to this Agreement are in its possession, (ii)
such documents have been reviewed by it or such Custodian and are not mutilated,
torn or defaced unless initialed by the related borrower and relate to such
Mortgage Loan, (iii) based on its or the Custodian's examination and only as to
the foregoing, the information set forth in the Mortgage Loan Schedule that
corresponds to items (1) through (3), (6), (9), (10), (13), (15) and (19) of the
definition of "Mortgage Loan Schedule" accurately reflects information set forth
in the Mortgage File.

          The Trust Administrator was under no duty or obligation (i) to
inspect, review or examine any such documents, instruments, certificates or
other papers to determine whether they are genuine, enforceable, or appropriate
for the represented purpose or whether they have actually been recorded or that
they are other than what they purport to be on their face or (ii) to determine
whether any Mortgage File should include any of the documents specified in
clause (v) of Section 2.01.




                                      C-1-1

<PAGE>



          Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement.

                                       BANKERS TRUST COMPANY OF
                                       CALIFORNIA, N.A., as Trust Administrator


                                       By:______________________________
                                       Name:
                                       Title:



                                      C-2-1

<PAGE>



                                   EXHIBIT C-2

               FORM OF TRUST ADMINISTRATOR'S INTERIM CERTIFICATION

                                                                    [Date]

Ameriquest Mortgage Securities Inc.
1100 Town & Country Road, Suite 1100
Orange, California 92868

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

     Re:    Pooling and Servicing Agreement, dated as of March 1, 2002, among
            Ameriquest Mortgage Securities Inc., Ameriquest Mortgage Company,
            Bankers Trust Company of California, N.A. and U.S. Bank National
            Association, Asset-Backed Mortgage Pass-Through Certificates,
            Series 2002-1
            ------------------------------------------------------------------

Ladies and Gentlemen:

          In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trust Administrator, hereby certifies
that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than
any Mortgage Loan paid in full or listed on the attachment hereto), it or a
Custodian on its behalf has received each of the documents listed in Section
2.01.

          The Trust Administrator has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the above-referenced Pooling and Servicing Agreement. The Trust
Administrator makes no representations as to: (i) the validity, legality,
sufficiency, enforceability or genuineness of any of the documents contained in
the Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan
Schedule, or (ii) the collectability, insurability, effectiveness or suitability
of any such Mortgage Loan.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.

                                        BANKERS TRUST COMPANY OF
                                        CALIFORNIA, N.A., as Trust Administrator


                                        By:______________________________
                                        Name:
                                        Title:



                                      C-3-1

<PAGE>



                                   EXHIBIT C-3

             FORM OF TRUST ADMINISTRATOR'S RECEIPT OF MORTGAGE NOTE

                                                            [Date]

Ameriquest Mortgage Securities Inc.
1100 Town & Country Road
Orange, California 92868

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

     Re:    Pooling and Servicing Agreement, dated as of March 1, 2002, among
            Ameriquest Mortgage Securities Inc., Ameriquest Mortgage Company,
            Bankers Trust Company of California, N.A. and U.S. Bank National
            Association, Asset-Backed Mortgage Pass-Through Certificates,
            Series 2002-1
            -----------------------------------------------------------------

Ladies and Gentlemen:

     Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as
of March 1, 2002, among Ameriquest Mortgage Securities Inc. as Depositor,
Ameriquest Mortgage Company, as master servicer, U.S. Bank National Association
as trustee and Bankers Trust Company of California, N.A. as trust administrator,
we hereby acknowledge the receipt of the original Mortgage Note for each
Mortgage Loan with any exceptions thereto listed on Exhibit 1.

     Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement.


                                        BANKERS TRUST COMPANY OF
                                        CALIFORNIA, N.A., as Trust Administrator


                                        By:__________________________________
                                        Name:
                                        Title:







                                      C-3-2

<PAGE>



                                    EXHIBIT D

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT








                                       D-1

<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT

                  This is a Mortgage Loan Purchase Agreement (the "Agreement"),
dated March 19, 2002, between Ameriquest Mortgage Company, a Delaware
corporation (the "Originator") and Ameriquest Mortgage Securities Inc., a
Delaware corporation (the "Purchaser").

                              PRELIMINARY STATEMENT

                  The Originator intends to sell the Mortgage Loans (as
hereinafter defined) to the Purchaser on the terms and subject to the conditions
set forth in this Agreement. The Purchaser shall deposit the Mortgage Loans into
a mortgage pool constituting the trust fund. The trust fund will be evidenced by
a single series of asset-backed pass-through certificates designated as Series
2002-1 (the "Certificates"). The Certificates will consist of fifteen classes of
certificates. The Class CE Certificates, the Class P Certificates and the Class
R Certificates (collectively, the "Non-offered Certificates") will be delivered
to the Originator as partial consideration for the Mortgage Loans as further
described below.

                  The Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of March 1, 2002 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor (in such capacity, the
"Depositor"), the Originator as master servicer (in such capacity the "Master
Servicer"), U.S. Bank National Association as trustee (in such capacity the
"Trustee") and Bankers Trust Company of California, N.A. as Trust Administrator
(in such capacity the "Trust Administrator") . Pursuant to the Pooling and
Servicing Agreement, the Depositor will assign all of its right, title and
interest in and to the Mortgage Loans, together with its rights under this
Agreement, to the Trustee for the benefit of the Certificateholders. Capitalized
terms used but not defined herein shall have the meanings set forth in the
Pooling and Servicing Agreement.

                  The parties hereto agree as follows:

                  SECTION 1. AGREEMENT TO PURCHASE. The Originator agrees to
sell, and the Purchaser agrees to purchase, on or before March 21, 2002 (the
"Closing Date"), certain adjustable- rate and fixed-rate conventional
residential mortgage loans (the "Mortgage Loans"), having an aggregate principal
balance as of the close of business on the Cut-off Date of approximately
$675,227,779.00, after giving effect to all payments due on the Mortgage Loans
on or before the Cut- off Date (the "Closing Balance"), whether or not received
including the right to any Prepayment Charges collected after the Cut-off Date
from the Mortgagors in connection with any Principal Prepayments on the Mortgage
Loans. Any payments (including Prepayment Charges) collected on or before the
Cut-off Date, including all scheduled payments of principal and interest due on
or before the Cut-off Date and collected after the Cut-off Date, shall belong to
the Originator.
                  SECTION 2. MORTGAGE LOAN SCHEDULE. The Purchaser and the
Originator have agreed upon which of the mortgage loans owned by the Originator
are to be purchased by the Purchaser pursuant to this Agreement, and the
Originator shall prepare or cause to be prepared on or prior to the Closing Date
a final schedule (the "Closing Schedule") describing such Mortgage Loans and
setting forth all of the Mortgage Loans to be purchased under this Agreement,
including



<PAGE>


                                       -2-

the related Prepayment Charges. The Closing Schedule shall conform to the
requirements set forth in this Agreement and to the definition of "Mortgage Loan
Schedule" under the Pooling and Servicing Agreement. The Closing Schedule shall
be used as the Mortgage Loan Schedule under the Pooling and Servicing Agreement.

                  SECTION 3.        CONSIDERATION.

                  In consideration for the Mortgage Loans to be purchased
hereunder, the Purchaser shall, as described in Section 8, (i) pay to or upon
the order of the Originator in immediately available funds an amount (the
"Purchase Price") equal to the net sale proceeds of the Class AF-1 Certificates,
the Class AF-2 Certificates, the Class AF-3 Certificates, the Class AF-4
Certificates, the Class AF-5 Certificates, the Class AF-6 Certificates, the
Class AV Certificates, the Class M-1 Certificates, the Class M-2 Certificates
and the Class M-3 Certificates, the Class M-4 Certificates, the Class S
Certificates, and (ii) deliver to Ameriquest Securities L.L.C., upon the order
of the Originator, the Class CE Certificates, the Class P Certificates and the
Class R Certificates (the "Ameriquest L.L.C. Certificates").

               SECTION 4.     TRANSFER OF THE MORTGAGE LOANS.

                       (a) POSSESSION OF MORTGAGE FILES. The Originator does
hereby sell and contribute, transfer, assign, set over and convey to the
Purchaser, without recourse but subject to the terms of this Agreement, all of
its right, title and interest in, to and under the Mortgage Loans, including the
related Prepayment Charges collected after the Cut-off Date. The contents of
each Mortgage File not delivered to the Purchaser or to any assignee, transferee
or designee of the Purchaser on or prior to the Closing Date are and shall be
held in trust by the Originator for the benefit of the Purchaser or any
assignee, transferee or designee of the Purchaser. Upon the sale and
contribution of the Mortgage Loans the ownership of each Mortgage Note, the
related Mortgage and the other contents of the related Mortgage File is vested
in the Purchaser and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Originator on or after the Closing Date shall immediately vest in the Purchaser
and shall be delivered immediately to the Purchaser or as otherwise directed by
the Purchaser.

                       (b) DELIVERY OF MORTGAGE LOAN DOCUMENTS. The Originator
will, on or prior to the Closing Date, deliver or cause to be delivered to the
Purchaser or any assignee, transferee or designee of the Purchaser each of the
following documents for each Mortgage Loan:

                       (i) the original Mortgage Note, endorsed in blank or in
               the following form: "Pay to the order of U.S. Bank National
               Association, as Trustee under the applicable agreement, without
               recourse," with all prior and intervening endorsements showing a
               complete chain of endorsement from the originator to the Person
               so endorsing to the Trustee;




<PAGE>


                                       -3-

                       (ii) the original Mortgage with evidence of recording
               thereon, and a copy, certified by the appropriate recording
               office, of the recorded power of attorney, if the Mortgage was
               executed pursuant to a power of attorney, with evidence of
               recording thereon;

                       (iii)  an original Assignment of the Mortgage assigned in
               blank;

                       (iv) the original recorded Assignment or Assignments of
               the Mortgage showing a complete chain of assignment from the
               originator to the Person assigning the Mortgage to the Trustee as
               contemplated by the immediately preceding clause (iii) or the
               original unrecorded intervening Assignments;

                       (v)    the original or copies of each assumption,
               modification, written assurance or substitution agreement, if
               any; and

                       (vi) the original lender's title insurance policy or an
               attorney's opinion of title or similar, guarantee of title
               acceptable to mortgage lenders generally in the jurisdiction
               where the Mortgaged Property is located, together with all
               endorsements or riders which were issued with or subsequent to
               the issuance of such policy, insuring the priority of the
               Mortgage as a first lien on the Mortgaged Property represented
               therein as a fee interest vested in the Mortgagor, or in the
               event such original title policy is unavailable, a written
               commitment or uniform binder or preliminary report of title
               issued by the title insurance or escrow company.

               The Originator shall promptly (and in no event later than thirty
(30) Business Days, subject to extension upon mutual agreement between the
Originator and the Trustee, following the later of (i) the Closing Date, (ii)
the date on which the Originator receives the Assignment from the Trustee and
(iii) the date of receipt by the Originator of the recording information for a
Mortgage) submit or cause to be submitted for recording, at no expense to the
Trust Fund , the Trust Administrator or the Trustee, in the appropriate public
office for real property records, each Assignment referred to in (iii) and (iv)
above and shall execute each original Assignment referred to in (iii) in the
following form: "U.S. Bank National Association, as Trustee under the applicable
agreement without recourse". In the event that any such Assignment is lost or
returned unrecorded because of a defect therein, the Originator shall 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. Notwithstanding the foregoing, however, for administrative
convenience and facilitation of servicing and to reduce closing costs, the
assignments of Mortgage shall not be required to be submitted for recording with
respect to any Mortgage Loan if the Trustee, the Trust Administrator and each
Rating Agency has received an opinion of counsel, satisfactory in form and
substance to each Rating Agency, to the effect that the recordation of such
Assignments in any specific jurisdiction is not necessary to protect the
Trustee's interest in the related Mortgage Note; provided further, however,
notwithstanding the delivery of any opinion of counsel, each



<PAGE>


                                       -4-

assignment of Mortgage shall be submitted for recording by the Originator in the
manner described above, at no expense to the Trust Fund, the Trustee or the
Trust Administrator, upon the earliest to occur of: (i) reasonable direction by
Holders of Certificates entitled to at least 25% of the Voting Rights, (ii)
failure of the Master Servicer Termination Test, (iii) the occurrence of the
bankruptcy or insolvency of the Originator, (iv) the occurrence of a servicing
transfer as described in Section 7.02 of the Pooling and Servicing Agreement,
and (v) if the Originator is not the Master Servicer and with respect to any one
Assignment of Mortgage, the occurrence of a bankruptcy of the mortgagor under
the related Mortgage or a foreclosure of related Mortgage.

               Notwithstanding the foregoing, if the Originator is unable to pay
the cost of recording the Assignments of Mortgage, such expense will be paid by
the Trust Administrator and reimbursed from the Trust Fund. Notwithstanding
anything to the contrary contained in this Section 4, if any document referred
to in Section 4(b)(ii) or 4(b)(iv) above has 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 Originator hereunder shall be deemed to
have been satisfied upon (1) delivery by or on behalf of the Originator promptly
upon receipt thereof to the Purchaser or any assignee, transferee or designee of
the Purchaser of either the original or a copy of such document certified by the
Originator in the case of (x) above or the public recording office in the case
of (y) above to be a true and complete copy of the recorded original thereof and
(2) if such delivered copy is certified by the Originator then in addition
thereto delivery promptly upon receipt thereof of either the original or a copy
of such document certified by the public recording office to be a true and
complete copy of the original.

               In the event that the original lender's title insurance policy
has not yet been issued, the Originator shall deliver to the Purchaser or any
assignee, transferee or designee of the Purchaser a written commitment or
interim binder or preliminary report of title issued by the title insurance or
escrow company. Promptly upon receipt by the Originator of any such original
title insurance policy the Originator shall deliver such to the Purchaser or any
assignee, transferee or designee of the Purchaser.

               Each original document relating to a Mortgage Loan which is not
delivered to the Purchaser or its assignee, transferee or designee, if held by
the Originator, shall be so held for the benefit of the Purchaser or its
assignee, transferee or designee.

                       (c) ACCEPTANCE OF MORTGAGE LOANS. The documents delivered
pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or any
assignee, transferee or designee of the Purchaser at any time before or after
the Closing Date (and with respect to each document permitted to be delivered
after the Closing Date within seven days of its delivery) to ascertain that all
required documents have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule.

                       (d)    RESERVED.



<PAGE>


                                       -5-

                       (e) TRANSFER OF INTEREST IN AGREEMENTS. The Purchaser has
the right to assign its interest under this Agreement, in whole or in part, to
the Trustee, as may be required to effect the purposes of the Pooling and
Servicing Agreement, without the consent of the Originator, and the assignee
shall succeed to the rights and obligations hereunder of the Purchaser. Any
expense reasonably incurred by or on behalf of the Purchaser, the Trust
Administrator or the Trustee in connection with enforcing any obligations of the
Originator under this Agreement will be promptly reimbursed by the Originator.

                       (f) EXAMINATION OF MORTGAGE FILES. Prior to the Closing
Date, the Originator shall either (i) deliver in escrow to the Purchaser or to
any assignee, transferee or designee of the Purchaser, for examination, the
Mortgage File pertaining to each Mortgage Loan or (ii) make such Mortgage Files
available to the Purchaser or to any assignee, transferee or designee of the
Purchaser for examination at the Trust Administrator's offices in Santa Ana,
California. Such examination may be made by the Purchaser, and its respective
designees, upon reasonable notice to the Originator, the Trust Administrator and
the Trustee during normal business hours before the Closing Date and within 60
days after the Closing Date. If any such person makes such examination prior to
the Closing Date and identifies any Mortgage Loans that do not conform to the
requirements of the Purchaser as described in this Agreement, such Mortgage
Loans shall be deleted from the Closing Schedule. The Purchaser may, at its
option and without notice to the Originator, purchase all or part of the
Mortgage Loans without conducting any partial or complete examination. The fact
that the Purchaser or any person has conducted or has failed to conduct any
partial or complete examination of the Mortgage Files shall not affect the
rights of the Purchaser or any assignee, transferee or designee of the Purchaser
to demand repurchase or other relief as provided herein or under the Pooling and
Servicing Agreement.

               SECTION 5.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
                              ORIGINATOR.

               The Originator hereby represents and warrants to the Purchaser,
as of the date hereof and as of the Closing Date, and covenants, that:

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

               (ii) The Originator had the full corporate power and authority to
originate, hold and sell each Mortgage Loan and has the full corporate power and
authority to service each Mortgage Loan, and to execute, deliver and perform,
and to enter into and consummate the transactions contemplated by this Agreement
and has duly authorized by all necessary corporate action on the part



<PAGE>


                                       -6-

of the Originator the execution, delivery and performance of this Agreement; and
this Agreement, assuming the due authorization, execution and delivery thereof
by the Purchaser, constitutes a legal, valid and binding obligation of the
Originator, enforceable against the Originator in accordance with its terms,
except to the extent that (a) the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors' rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought;

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

               (iv) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Originator of, or compliance by the Originator with, this
Agreement or the consummation of the transactions contemplated hereby, or if any
such consent, approval, authorization or order is required, the Originator has
obtained the same;

               (v) The Originator is an approved Originator/servicer for Fannie
Mae or Freddie Mac in good standing and is a HUD approved mortgagee pursuant to
Section 203 and Section 211 of the National Housing Act; and

               (vi) Except as otherwise disclosed in the Prospectus Supplement,
no litigation is pending against the Originator that would materially and
adversely affect the execution, delivery or enforceability of this Agreement or
the ability of the Originator to service the Mortgage Loans or to perform any of
its other obligations hereunder in accordance with the terms hereof.

               SECTION 6.     REPRESENTATIONS AND WARRANTIES OF THE ORIGINATOR
                              RELATING TO THE MORTGAGE LOANS.



<PAGE>


                                       -7-

               The Originator hereby represents and warrants to the Purchaser
that as of the Closing Date:

                       (i)   The information set forth on the related Mortgage
Loan Schedule with respect to each Mortgage Loan is true and correct in all
material respects;

                       (ii)   [Reserved];

                       (iii)   No material error, omission, misrepresentation,
negligence, fraud or similar occurrence with respect to a Mortgage Loan has
taken place on the part of any person, including without limitation, the
Mortgagor, any appraiser, any builder or developer, or any other party involved
in the origination of the Mortgage Loan or in the application of any insurance
in relation to such Mortgage Loan;

                       (iv) All payments due prior to the Cut-off Date have been
made and none of the Mortgage Loans will have been contractually delinquent for
more than one calendar month more than once since the origination thereof;

                       (v) Each Mortgage is a valid and enforceable first lien
on the Mortgaged Property, including all improvements thereon, subject only to
(a) the lien of nondelinquent current real property taxes and assessments, (b)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage, such
exceptions appearing of record being acceptable to mortgage lending institutions
generally or specifically reflected in the appraisal made in connection with the
origination of the related Mortgage Loan, and (c) other matters to which like
properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by such Mortgage;

                       (vi) Immediately prior to the assignment of the Mortgage
Loans to the Purchaser, the Originator had good title to, and was the sole legal
and beneficial owner of, each Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest and has full right and authority, subject to no
interest or participation of, or agreement with, any other party to sell and
assign the same;

                       (vii) There is no delinquent tax or assessment lien
against any Mortgaged Property;

                       (viii) There is no valid offset, defense or counterclaim
to any Mortgage Note or Mortgage, including the obligation of the Mortgagor to
pay the unpaid principal of or interest on such Mortgage Note, nor will the
operation of any of the terms of the Mortgage Note and the Mortgage, or the
exercise of any right thereunder, render the Mortgage unenforceable, in whole or
in part, or subject to any valid right of rescission, set-off, counterclaim or
defense, including the



<PAGE>


                                       -8-

defense of usury and no such valid right of rescission, set-off, counterclaim or
defense has been asserted with respect thereto;

                       (ix) There are no mechanics' liens or claims for work,
labor or material rendered to the Mortgaged Property affecting any Mortgaged
Property which are or may be a lien prior to, or equal with, the lien of the
related Mortgage, except those which are insured against by the title insurance
policy referred to in (xiii) below;

                       (x) Subject to the Escrow Withhold referred to in (xx)
below, each Mortgaged Property is free of material damage and is in good repair;

                       (xi) Each Mortgage Loan at origination complied in all
material respects with applicable local, state and federal laws, including,
without limitation, usury, equal credit opportunity, real estate settlement
procedures, truth-in-lending and disclosure laws, and consummation of the
transactions contemplated hereby will not involve the violation of any such
laws;

                       (xii) Neither the Originator nor any prior holder of any
Mortgage has modified the Mortgage in any material respect (except that a
Mortgage Loan may have been modified by a written instrument which has been
recorded, if necessary, to protect the interests of the Purchaser and which has
been delivered to the Trustee); satisfied, canceled or subordinated such
Mortgage in whole or in part; released the related Mortgaged Property in whole
or in part from the lien of such Mortgage; or executed any instrument of
release, cancellation, modification or satisfaction with respect thereto;

                       (xiii) A lender's policy of title insurance together with
a condominium endorsement, extended coverage endorsement, and an adjustable rate
mortgage endorsement (each as applicable) in an amount at least equal to the
Cut-off Date principal balance of each such Mortgage Loan or a commitment
(binder) to issue the same was effective on the date of the origination of each
Mortgage Loan, each such policy is valid and remains in full force and effect,
the transfer of the related Mortgage Loan to the Purchaser will not affect the
validity or enforceability of such policy and each such policy was issued by a
title insurer qualified to do business in the jurisdiction where the Mortgaged
Property is located and in a form acceptable to Fannie Mae or Freddie Mac, which
policy insures the Originator and successor owners of indebtedness secured by
the insured Mortgage, as to the first priority lien of the Mortgage; no claims
have been made under such lender's title insurance policy and no prior holder of
the related Mortgage, including the Originator, has done, by act or omission,
anything which would impair the coverage of such lender's title insurance
policy;

                       (xiv) Each Mortgage Loan was originated by the Originator
(or, if generated on behalf of the Originator by a person other than the
Originator, is subject to the same underwriting standards and procedures used by
the Originator in originating mortgage loans directly) or by a savings and loan
association, savings bank, commercial bank, credit union, insurance company or



<PAGE>


                                       -9-

similar institution which is supervised and examined by a federal or state
authority (including a mortgage broker), or by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of
the National Housing Act;

                       (xv) With respect to each Adjustable-Rate Mortgage Loan,
on each adjustment date, the Mortgage Rate will be adjusted to equal the Index
plus the Gross Margin, rounded to the nearest 0.125%, subject to the Periodic
Rate Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate. The related
Mortgage Note is payable on the first day of each month in self-amortizing
monthly installments of principal and interest, with interest payable in
arrears, and requires a monthly payment which is sufficient to fully amortize
the outstanding principal balance of the Mortgage Loan over its remaining term
and to pay interest at the applicable Mortgage Rate. No Mortgage Loan is subject
to negative amortization;

                       (xvi) All of the improvements which were included for the
purpose of determining the appraised value of the Mortgaged Property lie wholly
within the boundaries and building restriction lines of such property, and no
improvements on adjoining properties encroach upon the Mortgaged Property,
except those, if any, which are insured against by the lender's title insurance
policy referred to in (xiii) above.

                       (xvii) All inspections, licenses and certificates
required to be made or issued with respect to all occupied portions of the
Mortgaged Property including but not limited to certificates of occupancy, have
been made or obtained from the appropriate authorities and the Mortgaged
Property is lawfully occupied under applicable law except as may otherwise be
insured against by the lender's title insurance policy referred to in (xiii)
above.

                       (xviii) All parties which have had any interest in the
Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or, during
the period in which they held and disposed of such interest, were) in compliance
with any and all applicable licensing requirements of the laws of the state
wherein the Mortgaged Property is located;

                       (xix) The Mortgage Note and the related Mortgage are
genuine, and each is the legal, valid and binding obligation of the maker
thereof, enforceable in accordance with its terms and with applicable laws. All
parties to the Mortgage Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and Mortgage have been
duly and properly executed by such parties;

                       (xx) The proceeds of each Mortgage Loan have been fully
disbursed, there is no requirement for future advances thereunder and any and
all requirements as to completion of any on-site or off-site improvements and as
to disbursements of any escrow funds therefor have been complied with, excepting
therefrom any Mortgaged Property or Mortgage Loan subject to an Escrow Withhold
as defined in the Originator's underwriting guidelines. All costs, fees and
expenses incurred in making, closing or recording the Mortgage Loans were paid;



<PAGE>


                                      -10-


                       (xxi) The related Mortgage contains customary and
enforceable provisions which render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of the
benefits of the security, including, (i) in the case of a Mortgage designated as
a deed of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.
There is no homestead or other exemption available to the Mortgagor which would
materially interfere with the right to sell the Mortgaged Property at a
trustee's sale or the right to foreclose the Mortgage;

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

                       (xxiii) There exist no deficiencies with respect to
escrow deposits and payments, if such are required, for which customary
arrangements for repayment thereof have not been made, and no escrow deposits or
payments of other charges or payments due the Originator have been capitalized
under the Mortgage or the related Mortgage Note;

                       (xxiv) The origination, collection and servicing
practices used by the Originator with respect to each Mortgage Loan have been in
all material respects legal, proper, reasonable and customary in the subprime
mortgage origination and servicing business;

                       (xxv) There is no pledged account or other security other
than real estate securing the Mortgagor's obligations;

                       (xxvi) No Mortgage Loan has a shared appreciation
feature, or other contingent interest feature;

                       (xxvii) The improvements upon each Mortgaged Property are
covered by a valid and existing hazard insurance policy with a generally
acceptable carrier that provides for fire extended coverage and such other
hazards as are customary in the area where the Mortgaged Property is located
representing coverage not less than the lesser of the outstanding principal
balance of the related Mortgage Loan or the minimum amount required to
compensate for damage or loss on a replacement cost basis. All individual
insurance policies and flood policies referred to in clause (xxviii) below
contain a standard mortgagee clause naming the Originator or the original
mortgagee, and its successors in interest, as mortgagee, and the Originator has
received no notice that any premiums due and payable thereon have not been paid;
the Mortgage obligates the Mortgagor thereunder to maintain all such insurance,
including flood insurance, at the Mortgagor's cost and expense, and upon the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain
and maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor, except as may be limited or
restricted by applicable law;



<PAGE>


                                      -11-


                       (xxviii) If the Mortgaged Property is in an area
identified in the Federal Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy in a form meeting the
requirements of the current guidelines of the Flood Insurance Administration is
in effect with respect to such Mortgaged Property with a generally acceptable
carrier in an amount representing coverage not less than the least of (A) the
original outstanding principal balance of the Mortgage Loan, (B) the minimum
amount required to compensate for damage or loss on a replacement cost basis or
(C) the maximum amount of insurance that is available under the Flood Disaster
Protection Act of 1973;

                       (xxix) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the related Mortgage Note; and the
Originator has not waived any default, breach, violation or event of
acceleration;

                       (xxx) Each Mortgaged Property is improved by a one- to
four-family residential dwelling, including condominium units and dwelling units
in planned unit developments, which does not include (a) cooperatives or (b)
mobile homes and manufactured homes (as defined in the Fannie Mae
Seller-Servicer's Guide), except when the appraisal indicates that (i) the
mobile or manufactured home was built under the Federal Manufactured Home
Construction and Safety Standards of 1976 or (ii) otherwise assumes the
characteristics of site-built housing and meets local building codes, is readily
marketable, has been permanently affixed to the site, is not in a mobile home
"park," and is treated as real property under the applicable state law. With
respect to any Mortgage Loan that is secured by a leasehold estate, (a) the
lease is valid, in full force and effect; (b) all rents and other payments due
under the lease have been paid; (c) the lessee is not in default under any
provision of the lease; (d) the term of the lease exceeds the maturity date of
the related Mortgage Loan by at least five years and (e) the Mortgagee under the
Mortgage Loan is given notice and an opportunity to cure any defaults under the
lease;

                       (xxxi) There is no obligation on the part of the
Originator or any other party under the terms of the Mortgage or related
Mortgage Note to make payments in lieu of or in addition to those made by the
Mortgagor;

                       (xxxii) Any future advances made prior to the related
Purchase Date have been consolidated with the outstanding principal amount
secured by the Mortgage, and the secured principal amount, as consolidated,
bears a single interest rate and single repayment term reflected on the Mortgage
Loan Schedule. The consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan;

                       (xxxiii) Each Mortgage Loan was underwritten in
accordance with the Originator's underwriting guidelines;




<PAGE>


                                      -12-

                       (xxxiv) The Mortgage File contains an appraisal which was
performed by an appraiser who satisfied, and which was conducted in accordance
with, all of the applicable requirements of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as amended;.

                       (xxxv) None of the Mortgage Loans is a graduated payment
mortgage loan, nor is any Mortgage Loan subject to a temporary buydown or
similar arrangement;

                       (xxxvi) With respect to each Mortgage Loan, no loan
junior in lien priority to such Mortgage Loan and secured by the related
Mortgaged Property was originated by the Originator at the time of origination
of such Mortgage Loan;

                       (xxxvii) The Mortgage Loans comply in all material
respects with the description set forth under the heading "The Mortgage Pool" in
the Depositor's Prospectus Supplement, dated March 19, 2002 (the "Prospectus
Supplement");

                       (xxxviii) The Mortgage contains an enforceable provision
for the acceleration of the payment of the unpaid principal balance of the
Mortgage Loan in the event that the Mortgaged Property is sold or transferred
without the prior written consent of the mortgagee thereunder, except as may be
limited by applicable law;

                       (xxxix) The information set forth in the Mortgage Loan
Schedule relating to the existence of a Prepayment Charge is complete, true and
correct in all material respects at the date or dates respecting which such
information is furnished and each Prepayment Charge is permissible and
enforceable in accordance with its terms upon the full and voluntary prepayment
by the Mortgagor under applicable law (except to the extent that: (1) the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights generally; or
(2) the collectability thereof may be limited due to acceleration in connection
with a foreclosure or other involuntary payoff; and

                       (xl) Each Mortgage Loan is an obligation that is
principally secured by real property for purposes of the REMIC Provisions of the
Code.

               SECTION 7.     REPURCHASE OBLIGATION FOR DEFECTIVE DOCUMENTATION
                              AND FOR BREACH OF REPRESENTATION AND WARRANTY.

               (a) The representations and warranties contained in Section 6
shall not be materially impaired by any review and examination of loan files or
other documents evidencing or relating to the Mortgage Loans or any failure on
the part of the Purchaser to review or examine such documents and shall inure to
the benefit of any assignee, transferee or designee of the Purchaser, including
the Trust Administrator on behalf of the Trustee for the benefit of the
Certificateholders.




<PAGE>


                                      -13-

               Upon discovery by the Originator, the Purchaser or any assignee,
transferee or designee of the Purchaser of any materially defective document in,
or that any material document was not transferred by the Originator (as listed
on the Trust Administrator's Preliminary Exception Report), as part of, any
Mortgage File or of a breach of any of the representations and warranties
contained in Section 5 or Section 6 that materially and adversely affects the
value of any Mortgage Loan or the interest therein of the Purchaser or the
Purchaser's assignee, transferee or designee, the party discovering the breach
shall give prompt written notice to the other. Within ninety (90) days of its
discovery or its receipt of notice of any such missing documentation which was
not transferred to the Purchaser as described above or materially defective
documentation or any such breach of a representation and warranty the Originator
promptly shall deliver such missing document or cure such defect or breach in
all material respects, or in the event the Originator cannot deliver such
missing document or such defect or breach cannot be cured, the Originator shall,
within 90 days of its discovery or receipt of notice, either (i) repurchase the
affected Mortgage Loan at a price equal to the Purchase Price (as such term is
defined in the Pooling and Servicing Agreement) or (ii) pursuant to the
provisions of the Pooling and Servicing Agreement, cause the removal of such
Mortgage Loan from the Trust Fund and substitute one or more Qualified
Substitute Mortgage Loans. In the event that any Mortgage Loan is subject to a
breach of the representation and warranty in Section 6(xxxix) resulting in the
Master Servicer's inability to collect all or part of the Prepayment Charge from
the Mortgagor, in lieu of repurchase, the Originator shall be obligated to remit
to the Master Servicer (for deposit in the Collection Account) any shortfall in
the Prepayment Charge collected upon the Mortgagor's voluntary and full
principal prepayment.

               The Originator shall amend the Closing Schedule to reflect the
withdrawal of such Mortgage Loan from the terms of this Agreement and the
Pooling and Servicing Agreement and the addition, if any, of a Qualified
Substitute Mortgage Loan. The Originator shall deliver to the Purchaser such
amended Closing Schedule and shall deliver such other documents as are required
by this Agreement or the Pooling and Servicing Agreement within five (5) days of
any such amendment. Any repurchase pursuant to this Section 7(a) shall be
accomplished by deposit in the Collection Account of the amount of the Purchase
Price in accordance with Section 2.03 of the Pooling and Servicing Agreement.
Any repurchase or substitution required by this Section shall be made in a
manner consistent with Section 2.03 of the Pooling and Servicing Agreement.

               In addition, upon discovery by the Originator, the Purchaser, or
any assignee, transferee or designee of the Purchaser that any Mortgage Loan
does not constitute a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code, the party discovering the breach shall give prompt
written notice within five Business Days to the others. Within ninety (90) days
of its discovery or its receipt of notice, the Originator promptly shall either
(i) repurchase the affected Mortgage Loan at the Purchase Price (as such term is
defined in the Pooling and Servicing Agreement) or (ii) pursuant to the
provisions of the Pooling and Servicing Agreement, cause the removal of such
Mortgage Loan from the Trust Fund and substitute one or more Qualified
Substitute Mortgage Loans.




<PAGE>


                                      -14-

               (b) It is understood and agreed that the obligations of the
Originator set forth in this Section 7 to cure, remit a Prepayment Charge
shortfall, repurchase or substitute for a defective Mortgage Loan constitute the
sole remedies of the Purchaser against the Originator respecting a missing or
defective material document or a breach of the representations and warranties
contained in Section 5 or Section 6.

               SECTION 8. CLOSING; PAYMENT FOR THE MORTGAGE LOANS. The closing
of the purchase and sale of the Mortgage Loans shall be held at the New York
City office of Thacher Proffitt & Wood at 10:00 AM New York City time on the
Closing Date.

               The closing shall be subject to each of the following conditions:

               (a)     All of the representations and warranties of the
                       Originator under this Agreement shall be true and correct
                       in all material respects as of the date as of which they
                       are made and no event shall have occurred which, with
                       notice or the passage of time, would constitute a default
                       under this Agreement;

               (b)     The Purchaser shall have received, or the attorneys of
                       the Purchaser shall have received in escrow (to be
                       released from escrow at the time of closing), all Closing
                       Documents as specified in Section 9 of this Agreement, in
                       such forms as are agreed upon and acceptable to the
                       Purchaser, duly executed by all signatories other than
                       the Purchaser as required pursuant to the respective
                       terms thereof;

               (c)     The Originator shall have delivered or caused to be
                       delivered and released to the Purchaser or to its
                       designee, all documents (including without limitation,
                       the Mortgage Loans) required to be so delivered by the
                       Purchaser pursuant to Section 2.01 of the Pooling and
                       Servicing Agreement; and

               (d)     All other terms and conditions of this Agreement shall
                       have been complied with.

               Subject to the foregoing conditions, the Purchaser shall deliver
or cause to be delivered to the Originator on the Closing Date, against delivery
and release by the Originator to the Trustee of all documents required pursuant
to the Pooling and Servicing Agreement, the consideration for the Mortgage Loans
as specified in Section 3 of this Agreement, by delivery to the Originator of
the Purchase Price.

               SECTION 9.     CLOSING DOCUMENTS.   Without limiting the
generality of Section 8 hereof, the closing shall be subject to delivery of each
of the following documents:




<PAGE>


                                      -15-

               (a)  An Officers' Certificate of the Originator, dated the
                    Closing Date, in form satisfactory to and upon which the
                    Purchaser and the Underwriters may rely, and attached
                    thereto copies of the certificate of incorporation, by-laws
                    and certificate of good standing of the Originator under the
                    laws of Delaware and (ii) if the Class CE Certificates and
                    Class P Certificates are offered on the Closing Date
                    pursuant to a Private Placement Memorandum, the Originator
                    shall deliver an Officer's Certificate stating that the same
                    information contained in such Private Placement Memorandum
                    is true and accurate in all material respects;

               (b)  An Officers' Certificate of the Originator, dated the
                    Closing Date, in form satisfactory to and upon which the
                    Purchaser and the Underwriters may rely, with respect to
                    certain facts regarding the sale of the Mortgage Loans by
                    the Originator to the Purchaser;

               (c)  An Opinion of Counsel of the Originator, dated the Closing
                    Date, in form satisfactory to and addressed to the Purchaser
                    and the Underwriters;

               (d)  Such opinions of counsel from the Purchaser's or
                    Originator's counsel as the Rating Agencies may request in
                    connection with the sale of the Mortgage Loans by the
                    Originator to the Purchaser or the Originator's execution
                    and delivery of, or performance under, this Agreement and
                    upon which the Underwriters may rely;

               (e)  A letter from Deloitte & Touche L.L.P., certified public
                    accountants, dated the date hereof and to the effect that
                    they have performed certain specified procedures as a result
                    of which they determined that certain information of an
                    accounting, financial or statistical nature set forth in the
                    Prospectus Supplement, under the captions "Summary of
                    Prospectus Supplement", "Risk Factors", "The Mortgage Pool",
                    "Yield on the Certificates", "Description of the
                    Certificates", and "Pooling and Servicing Agreement--The
                    Originator and Master Servicer", agrees with the records of
                    the Originator;

               (f)  The Originator shall deliver for inclusion in the Prospectus
                    Supplement under the captions "The Mortgage
                    Pool--Underwriting Standards; Representations" and "Pooling
                    and Servicing Agreement--The Originator and Master
                    Servicer", or for inclusion in other offering material such
                    publicly available information regarding its financial
                    condition and its mortgage loan delinquency, foreclosure and
                    loss experience, underwriting standards, lending activities
                    and loan sales, production, and servicing and collection
                    practices, and any similar nonpublic, unaudited financial
                    information; and




<PAGE>


                                      -16-

               (g)  Such further information, certificates, opinions and
                    documents as the Purchaser or the Underwriters may
                    reasonably request.

               SECTION 10. COSTS. The Originator shall pay (or shall reimburse
the Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) all costs and expenses incurred in connection with the
transfer and delivery of the Mortgage Loans, including without limitation,
assignment of mortgage recording costs and/or fees for title policy endorsements
and continuations, the fees and expenses of the Originator's in-house
accountants and in-house attorneys, the costs and expenses incurred in
connection with producing the Originator's loan loss, foreclosure and
delinquency experience, and the costs and expenses incurred in connection with
obtaining the documents referred to in Sections 9(d) and 9(e) to the extent such
costs and expenses were not previously paid by the Originator. The Originator
shall pay (or shall reimburse the Purchaser or any other Person to the extent
that the Purchaser or such other Person shall pay) the costs and expenses of
printing (or otherwise reproducing) and delivering this Agreement, the Pooling
and Servicing Agreement, the Certificates, the prospectus, the prospectus
supplement, and the private placement memorandum relating to the Certificates
and other related documents, the initial fees, costs and expenses of the Trust
Administrator and the Trustee relating to the issuance of the initial
certification of the Trustee under Section 2.02 of the Pooling and Servicing
Agreement, the fees and expenses of the Originator's counsel in connection with
the preparation of all documents relating to the securitization of the Mortgage
Loans, the filing fee charged by the Securities and Exchange Commission for
registration of the Certificates, the cost of outside special counsel that may
be required for the Purchaser, the cost of obtaining the documents referred to
in Section 9(g) and the fees charged by any rating agency to rate the
Certificates. All other costs and expenses in connection with the transactions
contemplated hereunder shall be borne by the party incurring such expense.

               SECTION 11. SERVICING. The Originator has represented to the
Purchaser that the Mortgage Loans are being serviced by the Originator in
accordance with the terms and provisions set forth in the Aggregation Facility,
as memorialized in the Letter Agreement dated March 1, 2002 among Salomon
Brothers Realty Corp., Salomon Smith Barney Inc. and the Originator (the
"Aggregation Facility"), and it is understood and agreed by and between the
Originator and the Purchaser that the interim servicing arrangements under the
Aggregation Facility with the Originator will be superseded by the servicing
arrangements set forth in the Pooling and Servicing Agreement.

               SECTION 12. [Reserved]

               SECTION 13. MANDATORY DELIVERY; GRANT OF SECURITY INTEREST. The
sale and delivery on the Closing Date of the Mortgage Loans described on the
Mortgage Loan Schedule in accordance with the terms and conditions of this
Agreement is mandatory. It is specifically understood and agreed that each
Mortgage Loan is unique and identifiable on the date hereof and that an award of
money damages would be insufficient to compensate the Purchaser for the losses
and damages incurred by the Purchaser in the event of the Originator's failure
to deliver the Mortgage Loans on



<PAGE>


                                      -17-

or before the Closing Date. The Originator hereby grants to the Purchaser a lien
on and a continuing security interest in the Originator's interest in each
Mortgage Loan and each document and instrument evidencing each such Mortgage
Loan to secure the performance by the Originator of its obligation hereunder,
and the Originator agrees that it holds such Mortgage Loans in custody for the
Purchaser, subject to the Purchaser's (i) right, prior to the Closing Date, to
reject any Mortgage Loan to the extent permitted by this Agreement, and (ii)
obligation to deliver or cause to be delivered the consideration for the
Mortgage Loans pursuant to Section 8 hereof. Any Mortgage Loans rejected by the
Purchaser shall concurrently therewith be released from the security interest
created hereby. The Originator agrees that, upon acceptance of the Mortgage
Loans by the Purchaser or its designee and delivery of payment to the
Originator, that its security interest in the Mortgage Loans shall be released.
All rights and remedies of the Purchaser under this Agreement are distinct from,
and cumulative with, any other rights or remedies under this Agreement or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.

        Notwithstanding the foregoing, if on the Closing Date, each of the
conditions set forth in Section 8 hereof shall have been satisfied and the
Purchaser shall not have paid or caused to be paid the Purchase Price, or any
such condition shall not have been waived or satisfied and the Purchaser
determines not to pay or cause to be paid the Purchase Price, the Purchaser
shall immediately effect the redelivery of the Mortgage Loans, if delivery to
the Purchaser has occurred and the security interest created by this Section 12
shall be deemed to have been released.

               SECTION 14. NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered to or mailed by registered mail, postage prepaid, or
transmitted by telex or telegraph and confirmed by a similar mailed writing, if
to the Purchaser, addressed to the Purchaser at 1100 Town & Country Road, Suite
1100, Orange, California 92868, Attention: General Counsel, or such other
address as may hereafter be furnished to the Originator in writing by the
Purchaser; if to the Originator, addressed to the Originator at 1100 Town &
Country Road, Suite 1100, Orange, California 92868, Attention: General Counsel,
or to such other address as the Originator may designate in writing to the
Purchaser.

               SECTION 15. SEVERABILITY OF PROVISIONS. Any part, provision,
representation or warranty of this Agreement which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. Any part, provision, representation or warranty of this Agreement which
is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.





<PAGE>


                                      -18-

               SECTION 16. AGREEMENT OF PARTIES. The Originator and the
Purchaser agree to execute and deliver such instruments and take such actions as
either of the others may, from time to time, reasonably request in order to
effectuate the purpose and to carry out the terms of this Agreement and the
Pooling and Servicing Agreement.

               SECTION 17. SURVIVAL. The Originator agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the Purchaser, notwithstanding any investigation heretofore or
hereafter made by the Purchaser or on its behalf, and that the representations,
warranties and agreements made by the Originator herein or in any such
certificate or other instrument shall survive the delivery of and payment for
the Mortgage Loans and shall continue in full force and effect, notwithstanding
any restrictive or qualified endorsement on the Mortgage Notes and
notwithstanding subsequent termination of this Agreement, the Pooling and
Servicing Agreement or the Trust Fund.

               SECTION 18. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS (INCLUDING THE CHOICE OF LAW PROVISIONS)
AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY
TO THIS AGREEMENT.

               SECTION 19. MISCELLANEOUS. This Agreement may be executed in two
or more counter-parts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. This Agreement
supersedes all prior agreements and understandings relating to the subject
matter hereof. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

               It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Originator to the Purchaser as provided
in Section 4 hereof be, and be construed as, a sale of the Mortgage Loans by the
Originator to the Purchaser and not as a pledge of the Mortgage Loans by the
Originator to the Purchaser to secure a debt or other obligation of the
Originator. However, in the event that, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the
Originator, then, (a) it is the express intent of the parties that such
conveyance be deemed a pledge of the Mortgage Loans by the Originator to the
Purchaser to secure a debt or other obligation of the Originator and (b) (1)
this Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (2) the
conveyance provided for in Section 4 hereof shall be deemed to be a grant by the



<PAGE>


                                      -19-

Originator to the Purchaser of a security interest in all of the Originator's
right, title and interest in and to the Mortgage Loans and all amounts payable
to the holders of the Mortgage Loans in accordance with the terms thereof and
all proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or invested
in the Collection Account whether in the form of cash, instruments, securities
or other property; (3) the possession by the Purchaser or its agent of Mortgage
Notes, the related Mortgages and such other items of property that constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be
"possession" for purposes of perfecting the security interest pursuant to the
New York Uniform Commercial Code; and (4) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Purchaser for the purpose of perfecting such security interest under
applicable law. Any assignment of the interest of the Purchaser pursuant to
Section 4(d) hereof shall also be deemed to be an assignment of any security
interest created hereby. The Originator and the Purchaser shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the
Mortgage Loans, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of this Agreement and the Pooling and Servicing
Agreement.





<PAGE>


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


AMERIQUEST MORTGAGE COMPANY


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


                                               AMERIQUEST MORTGAGE SECURITIES
                                               INC.


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

<PAGE>



                                   EXHIBIT E-1

                               REQUEST FOR RELEASE
                                  (for Trustee)



LOAN INFORMATION

        Name of Mortgagor:    ______________________________

        Master Servicer
        Loan No.:             ______________________________

TRUSTEE

        Name:                 ______________________________

        Address:              ______________________________
                              ______________________________

        Trustee Mortgage
        File No.:             ______________________________

TRUST ADMINISTRATOR

        Name:                 ______________________________

        Address:              ______________________________
                              ______________________________

        Trust Administrator
        Mortgage File No.:    ______________________________

DEPOSITOR

        Name:                 AMERIQUEST MORTGAGE SECURITIES INC.

        Address:              ______________________________

        Certificates:         Asset-Backed Pass-Through
                              Certificates, Series 2002-1.






                                      E-1-1

<PAGE>



               The undersigned Master Servicer hereby acknowledges that it has
received from _______________________, as Trustee for the Holders of
Asset-Backed Pass-Through Certificates, Series 2002-1, the documents referred to
below (the "Documents"). All capitalized terms not otherwise defined in this
Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement, dated as of March 1, 2002, among the Trustee, the Trust
Administrator, the Depositor and the Master Servicer (the "Pooling and Servicing
Agreement").

( )  Promissory Note dated _______________, 20__, in the original principal sum
     of $__________, made by _____________________, payable to, or endorsed to
     the order of, the Trustee.

( )  Mortgage recorded on _________________________ as instrument no.
     ____________________ in the County Recorder's Office of the County of
     _______________, State of __________________ in
     book/reel/docket_________________ of official records at page/image
     _____________.

( )  Deed of Trust recorded on ___________________ as instrument no.
     ________________ in the County Recorder's Office of the County of
     _________________, State of ____________________ in book/reel/docket
     _________________ of official records at page/image ______________.

( )  Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
     __________________ as instrument no. _________ in the County Recorder's
     Office of the County of _______________, State of _______________________
     in book/reel/docket ____________ of official records at page/image
     ____________.

( )  Other documents, including any amendments, assignments or other assumptions
     of the Mortgage Note or Mortgage.

( )  ______________________________

( )  ______________________________

( )  ______________________________

( )  ______________________________

               The undersigned Master Servicer hereby acknowledges and agrees as
follows:

               (1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.

               (2) The Master Servicer shall not cause or permit the Documents
to become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master Servicer
assert or seek to assert any claims or rights of setoff to or against the
Documents or any proceeds thereof.


                                      E-1-2

<PAGE>



               (3) The Master Servicer shall return each and every Document
previously requested from the Mortgage File to the Trustee when the need
therefor no longer exists, unless the Mortgage Loan relating to the Documents
has been liquidated and the proceeds thereof have been remitted to the
Collection Account and except as expressly provided in the Agreement.

               (4) The Documents and any proceeds thereof, including any
proceeds of proceeds, coming into the possession or control of the Master
Servicer shall at all times be earmarked for the account of the Trustee, and the
Master Servicer shall keep the Documents and any proceeds separate and distinct
from all other property in the Master Servicer's possession, custody or control.

Dated:

                                        [MASTER SERVICER]

                                        By:    ______________________________
                                        Name:
                                        Title:









                                      E-1-3

<PAGE>



                                   EXHIBIT E-2

                               REQUEST FOR RELEASE
                          [Mortgage Loans Paid in Full]

        OFFICERS' CERTIFICATE AND TRUST RECEIPT ASSET-BACKED PASS-THROUGH
                           CERTIFICATES SERIES 2002-1

____________________________________________________ HEREBY CERTIFIES THAT
HE/SHE IS AN OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH
BENEATH HIS/HER SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

ALL PAYMENTS OF PRINCIPAL, PREMIUM (IF ANY), AND INTEREST HAVE BEEN
MADE.

LOAN NUMBER:  _______________                BORROWER'S NAME: _______________


COUNTY: ______________________

WE HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
WHICH ARE REQUIRED TO BE DEPOSITED IN THE COLLECTION ACCOUNT PURSUANT TO SECTION
3.10 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.

________________________________             DATED:  ________________________


/ / VICE PRESIDENT

/ / ASSISTANT VICE PRESIDENT









                                      E-2-1

<PAGE>



                                   EXHIBIT F-1

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                         [DATED]

Bankers Trust Company of California, N.A.
1761 East St. Andrew Place
Santa Ana, California 92705-4934

        Re:    Ameriquest Mortgage Securities Inc., Asset-Backed
               Pass-Through Certificates, Series 2002-1, Class ___, representing
               A ___% Class ___ Percentage Interest
               -----------------------------------------------------------------


Ladies and Gentlemen:

        In connection with the transfer by ________________ (the "Transferor")
to ________________ (the "Transferee") of the captioned mortgage pass-through
certificates (the "Certificates"), the Transferor hereby certifies as follows:

        Neither the Transferor nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, (e)
has taken any other action, that (in the case of each of subclauses (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933, as amended (the "1933 Act"), or would render the
disposition of any Certificate a violation of Section 5 of the 1933 Act or any
state securities law or would require registration or qualification pursuant
thereto. The Transferor will not act, nor has it authorized or will it authorize
any person to act, in any manner set forth in the foregoing sentence with
respect to any Certificate. The Transferor will not sell or otherwise transfer
any of the Certificates, except in compliance with the provisions of that
certain Pooling and Servicing Agreement, dated as of March 1, 2002, among
Ameriquest Mortgage Securities Inc. as Depositor, Ameriquest Mortgage Company as
Master Servicer, U.S. Bank National Association as Trustee and Bankers Trust
Company of California, N.A. as Trust Administrator (the "Pooling and Servicing
Agreement"), pursuant to which Pooling and Servicing Agreement the Certificates
were issued.




                                      F-1-1

<PAGE>



          Capitalized terms used but not defined herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

                                       Very truly yours,

                                       [Transferor]

                                       By:    ______________________________
                                       Name:
                                       Title:












                                      F-1-2

<PAGE>



                    FORM OF TRANSFEREE REPRESENTATION LETTER

                                                            [Date]

Bankers Trust Company of California, N.A.
1761 East St. Andrew Place
Santa Ana, California 92705-4934

        Re:    Ameriquest Mortgage Securities Inc., Asset-Backed
               Pass-Through Certificates, Series 2002-1, Class ___,
               Representing a ___% Class ___ Percentage Interest
               -----------------------------------------------------

Ladies and Gentlemen:

In connection with the purchase from ______________________ (the "Transferor")
on the date hereof of the captioned trust certificates (the "Certificates"),
_______________ (the "Transferee") hereby certifies as follows:

               1. The Transferee is a "qualified institutional buyer" as that
        term is defined in Rule 144A ("Rule 144A") under the Securities Act of
        1933 (the "1933 Act") and has completed either of the forms of
        certification to that effect attached hereto as Annex 1 or Annex 2. The
        Transferee is aware that the sale to it is being made in reliance on
        Rule 144A. The Transferee is acquiring the Certificates for its own
        account or for the account of a qualified institutional buyer, and
        understands that such Certificate may be resold, pledged or transferred
        only (i) to a person reasonably believed to be a qualified institutional
        buyer that purchases for its own account or for the account of a
        qualified institutional buyer to whom notice is given that the resale,
        pledge or transfer is being made in reliance on Rule 144A, or (ii)
        pursuant to another exemption from registration under the 1933 Act.

               2. The Transferee has been furnished with all information
        regarding (a) the Certificates and distributions thereon, (b) the
        nature, performance and servicing of the Mortgage Loans, (c) the Pooling
        and Servicing Agreement referred to below, and (d) any credit
        enhancement mechanism associated with the Certificates, that it has
        requested.




                                      F-1-3

<PAGE>



          All capitalized terms used but not otherwise defined herein have the
respective meanings assigned thereto in the Pooling and Servicing Agreement,
dated as of March 1, 2002, among Ameriquest Mortgage Securities Inc. as
Depositor, Ameriquest Mortgage Company as Master Servicer, U.S. Bank National
Association as Trustee and Bankers Trust Company of California, N.A. as Trust
Administrator, pursuant to which the Certificates were issued.

                                       [TRANSFEREE]

                                       By: ______________________________
                                       Name:
                                       Title:












                                      F-1-4

<PAGE>



                                                          ANNEX 1 TO EXHIBIT F-1
                                                          ----------------------


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------


          [For Transferees Other Than Registered Investment Companies]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Bankers Trust Company of California, N.A. as Trust
Administrator, with respect to the mortgage pass-through certificates (the
"Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
entity purchasing the Certificates (the "Transferee").

          2. In connection with purchases by the Transferee, the Transferee is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Transferee owned and/or
invested on a discretionary basis $______________________1 in securities (except
for the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year (such amount being calculated in accordance with Rule
144A) and (ii) the Transferee satisfies the criteria in the category marked
below.

   ___    CORPORATION, ETC. The Transferee is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or any organization described in
          Section 501(c)(3) of the Internal Revenue Code of 1986.

   ___    BANK. The Transferee (a) is a national bank or banking institution
          organized under the laws of any State, territory or the District of
          Columbia, the business of which is substantially confined to banking
          and is supervised by the State or territorial banking commission or
          similar official or is a foreign bank or equivalent institution, and
          (b) has an audited net worth of at least $25,000,000 as demonstrated
          in its latest annual financial statements, A COPY OF WHICH IS ATTACHED
          HERETO.

   ___    SAVINGS AND LOAN. The Transferee (a) is a savings and loan
          association, building and loan association, cooperative bank,
          homestead association or similar institution, which is supervised and
          examined by a State or Federal authority having supervision over any
          such institutions or is a foreign savings and loan association or
          equivalent institution and (b) has an audited net worth of at least
          1Transferee must own and/or invest on a discretionary basis at least
          $100,000,000 in securities unless Transferee is a dealer, and, in that
          case, Transferee must own and/or invest on a discretionary basis at
          least $10,000,000 in securities. $25,000,000 as demonstrated in its
          latest annual financial statements, A COPY OF WHICH IS ATTACHED
          HERETO.


                                      F-1-5

<PAGE>



   ___    BROKER-DEALER. The Transferee is a dealer registered pursuant to
          Section 15 of the Securities Exchange Act of 1934.

   ___    INSURANCE COMPANY. The Transferee is an insurance company whose
          primary and predominant business activity is the writing of insurance
          or the reinsuring of risks underwritten by insurance companies and
          which is subject to supervision by the insurance commissioner or a
          similar official or agency of a State, territory or the District of
          Columbia.

   ___    STATE OR LOCAL PLAN. The Transferee is a plan established and
          maintained by a State, its political subdivisions, or any agency or
          instrumentality of the State or its political subdivisions, for the
          benefit of its employees.

   ___    ERISA PLAN. The Transferee is an employee benefit plan within the
          meaning of Title I of the Employee Retirement Income Security Act of
          1974.

   ___    INVESTMENT ADVISOR. The Transferee is an investment advisor registered
          under the Investment Advisers Act of 1940.

          3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i)
securities of issuers that are affiliated with the Transferee, (ii) securities
that are part of an unsold allotment to or subscription by the Transferee, if
the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S. or
any instrumentality thereof, (iv) bank deposit notes and certificates of
deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities
owned but subject to a repurchase agreement and (viii) currency, interest rate
and commodity swaps.

          4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
used the cost of such securities to the Transferee and did not include any of
the securities referred to in the preceding paragraph. Further, in determining
such aggregate amount, the Transferee may have included securities owned by
subsidiaries of the Transferee, but only if such subsidiaries are consolidated
with the Transferee in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Transferee's direction. However, such
securities were not included if the Transferee is a majority-owned, consolidated
subsidiary of another enterprise and the Transferee is not itself a reporting
company under the Securities Exchange Act of 1934.

          5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Transferee may be in reliance on Rule 144A.

     _____   _____    Will the Transferee be purchasing the Certificates
     Yes    No        only for the Transferee's own account?



                                      F-1-6

<PAGE>



          6. If the answer to the foregoing question is "no", the Transferee
agrees that, in connection with any purchase of securities sold to the
Transferee for the account of a third party (including any separate account) in
reliance on Rule 144A, the Transferee will only purchase for the account of a
third party that at the time is a "qualified institutional buyer" within the
meaning of Rule 144A. In addition, the Transferee agrees that the Transferee
will not purchase securities for a third party unless the Transferee has
obtained a current representation letter from such third party or taken other
appropriate steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of "qualified institutional buyer" set forth
in Rule 144A.

          7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Certificates will
constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Transferee is a bank or savings and loan as
provided above, the Transferee agrees that it will furnish to such parties
updated annual financial statements promptly after they become available.

Dated:

                                          Print Name of Transferee

                                          By:    ______________________________
                                          Name:
                                          Title:












                                      F-1-7

<PAGE>



                                                          ANNEX 2 TO EXHIBIT F-1
                                                          ----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Bankers Trust Company of California, N.A., as Trust
Administrator, with respect to the mortgage pass-through certificates (the
"Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the entity purchasing the
Certificates (the "Transferee") or, if the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because the Transferee is part of a Family of
Investment Companies (as defined below), is such an officer of the investment
adviser (the "Adviser").

          2. In connection with purchases by the Transferee, the Transferee is a
"qualified institutional buyer" as defined in Rule 144A because (i) the
Transferee is an investment company registered under the Investment Company Act
of 1940, and (ii) as marked below, the Transferee alone, or the Transferee's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year. For purposes of determining the amount of
securities owned by the Transferee or the Transferee's Family of Investment
Companies, the cost of such securities was used.

   ____   The Transferee owned $___________________ in securities (other than
          the excluded securities referred to below) as of the end of the
          Transferee's most recent fiscal year (such amount being calculated in
          accordance with Rule 144A).

   ____   The Transferee is part of a Family of Investment Companies which owned
          in the aggregate $______________ in securities (other than the
          excluded securities referred to below) as of the end of the
          Transferee's most recent fiscal year (such amount being calculated in
          accordance with Rule 144A).

          3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

          4. The term "SECURITIES" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) securities issued or
guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.



                                      F-1-8

<PAGE>



          5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A. In addition, the Transferee will
only purchase for the Transferee's own account.

          6. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.

Dated:

                                 Print Name of Transferee or Advisor

                                 By:    ____________________________
                                 Name:
                                 Title:

                                 IF AN ADVISER:

                                 ____________________________________
                                 Print Name of Transferee














                                      F-1-9

<PAGE>



                    FORM OF TRANSFEREE REPRESENTATION LETTER

          The undersigned hereby certifies on behalf of the purchaser named
below (the "Purchaser") as follows:

          1.   I am an executive officer of the Purchaser.

          2.   The Purchaser is a "qualified institutional buyer", as defined in
     Rule 144A, ("Rule 144A") under the Securities Act of 1933, as amended.

     3.   As of the date specified below (which is not earlier than the last day
     of the Purchaser's most recent fiscal year), the amount of "securities",
     computed for purposes of Rule 144A, owned and invested on a discretionary
     basis by the Purchaser was in excess of $100,000,000.

Name of Purchaser   ____________________________________________________________

By:     (Signature) ____________________________________________________________

Name of Signatory   ____________________________________________________________

Title __________________________________________________________________________

Date of this certificate _______________________________________________________

Date of information provided in paragraph 3  ___________________________________










                                     F-1-10

<PAGE>



                                   EXHIBIT F-2

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

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

          ____________________________, being duly sworn, deposes, represents
and warrants as follows:

          1. I am a ______________________ of ______________________________
(the "Owner") a corporation duly organized and existing under the laws of
______________, the record owner of Ameriquest Mortgage Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2002-1, [Class R] (the "Class R
Certificates"), on behalf of whom I make this affidavit and agreement.
Capitalized terms used but not defined herein have the respective meanings
assigned thereto in the Pooling and Servicing Agreement pursuant to which the
Class R Certificates were issued.

          2. The Owner (i) is and will be a "Permitted Transferee" as of
____________________, 2002 and (ii) is acquiring the Class R Certificates for
its own account or for the account of another Owner from which it has received
an affidavit in substantially the same form as this affidavit. A "Permitted
Transferee" is any person other than a "disqualified organization" or a
possession of the United States. For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

          3. The Owner is aware (i) of the tax that would be imposed on
transfers of the Class R Certificates to disqualified organizations under the
Internal Revenue Code of 1986 that applies to all transfers of the Class R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
or, if such transfer is through an agent (which person includes a broker,
nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that
the person otherwise liable for the tax shall be relieved of liability for the
tax if the transferee furnishes to such person an affidavit that the transferee
is a Permitted Transferee and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that each of the
Class R Certificates may be a "noneconomic residual interest" within the meaning
of proposed Treasury regulations promulgated under the Code and that the
transferor of a "noneconomic residual interest" will remain liable for any taxes
due with respect to the income on such residual interest, unless no significant
purpose of the transfer is to impede the assessment or collection of tax.



                                      F-2-1

<PAGE>



          4. The Owner is aware of the tax imposed on a "pass-through entity"
holding the Class R Certificates if, at any time during the taxable year of the
pass-through entity, a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

          5. The Owner is aware that the Certificate Registrar will not register
the transfer of any Class R Certificate unless the transferee, or the
transferee's agent, delivers to the Certificate Registrar, among other things,
an affidavit in substantially the same form as this affidavit. The Owner
expressly agrees that it will not consummate any such transfer if it knows or
believes that any of the representations contained in such affidavit and
agreement are false.

          6. The Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is a Permitted Transferee.

          7. The Owner's taxpayer identification number is ____________.

          8. The Owner has reviewed the restrictions set forth on the face of
the Class R Certificates and the provisions of Section 5.02(d) of the Pooling
and Servicing Agreement under which the Class R Certificates were issued (in
particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which authorize the
Trust Administrator to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trust Administrator in the event that the
Owner holds such Certificate in violation of Section 5.02(d)); and that the
Owner expressly agrees to be bound by and to comply with such restrictions and
provisions.

          9. The Owner is not acquiring and will not transfer the Class R
Certificates in order to impede the assessment or collection of any tax.

          10. The Owner anticipates that it will, so long as it holds the Class
R Certificates, have sufficient assets to pay any taxes owed by the holder of
such Class R Certificates, and hereby represents to and for the benefit of the
person from whom it acquired the Class R Certificates that the Owner intends to
pay taxes associated with holding such Class R Certificates as they become due,
fully understanding that it may incur tax liabilities in excess of any cash
flows generated by the Class R Certificates.

          11. The Owner has no present knowledge that it may become insolvent or
subject to a bankruptcy proceeding for so long as it holds the Class R
Certificates.

          12. The Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.

          13. The Owner is not acquiring the Class R Certificates with the
intent to transfer the Class R Certificates to any person or entity that will
not have sufficient assets to pay any taxes


                                      F-2-2

<PAGE>



owed by the holder of such Class R Certificates, or that may become insolvent or
subject to a bankruptcy proceeding, for so long as the Class R Certificates
remain outstanding.

          14. The Owner will, in connection with any transfer that it makes of
the Class R Certificates, obtain from its transferee the representations
required by Section 5.02(d) of the Pooling and Servicing Agreement under which
the Class R Certificate were issued and will not consummate any such transfer if
it knows, or knows facts that should lead it to believe, that any such
representations are false.

          15. The Owner will, in connection with any transfer that it makes of
the Class R Certificates, deliver to the Certificate Registrar an affidavit,
which represents and warrants that it is not transferring the Class R
Certificates to impede the assessment or collection of any tax and that it has
no actual knowledge that the proposed transferee: (i) has insufficient assets to
pay any taxes owed by such transferee as holder of the Class R Certificates;
(ii) may become insolvent or subject to a bankruptcy proceeding for so long as
the Class R Certificates remains outstanding; and (iii) is not a "Permitted
Transferee".

          16. The Owner is a citizen or resident of the United States, a
corporation or partnership (or other entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States, any state thereof or the District of Columbia
(except, in the case of a partnership or entity treated as a partnership, to the
extent provided in regulations), an estate the income of which is subject to
United States federal income taxation regardless of its source or a trust other
than a "foreign trust" described in section 7701(a)(31) of the Code.












                                      F-2-3

<PAGE>



          IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
__________, 200__.


                                     [OWNER]

                                     By:    ______________________________
                                     Name:
                                     Title: [Vice] President

ATTEST:

By:     ______________________________
Name:
Title:  [Assistant] Secretary


          Personally appeared before me the above-named , known or proved to me
to be the same person who executed the foregoing instrument and to be a [Vice]
President of the Owner, and acknowledged to me that [he/she] executed the same
as [his/her] free act and deed and the free act and deed of the Owner.

          Subscribed and sworn before me this ____ day of __________, 200__.



                                                ______________________________
                                                        Notary Public

                                                County of ____________________
                                                State of _____________________

                                                My Commission expires:














                                      F-2-4

<PAGE>



                          FORM OF TRANSFEROR AFFIDAVIT

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

          _______________________________________, being duly sworn, deposes,
represents and warrants _____________________________ as follows:

          1. I am a ____________________ of (the "Owner"), a corporation duly
organized and existing under the laws of ______________, on behalf of whom I
make this affidavit.

          2. The Owner is not transferring the [Class R] (the "Residual
Certificates") to impede the assessment or collection of any tax.

          3. The Owner has no actual knowledge that the Person that is the
proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.

          4. The Owner understands that the Purchaser has delivered to the
Certificate Registrar a transfer affidavit and agreement in the form attached to
the Pooling and Servicing Agreement as Exhibit F-2. The Owner does not know or
believe that any representation contained therein is false.

          5. At the time of transfer, the Owner has conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result of that
investigation, the Owner has determined that the Purchaser has historically paid
its debts as they became due and has found no significant evidence to indicate
that the Purchaser will not continue to pay its debts as they become due in the
future. The Owner understands that the transfer of a Residual Certificate may
not be respected for United States income tax purposes (and the Owner may
continue to be liable for United States income taxes associated therewith)
unless the Owner has conducted such an investigation.

          6. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.










                                      F-2-5

<PAGE>



          IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 200__.


                                          [OWNER]

                                          By: ______________________________
                                          Name:
                                          Title: [Vice] President


ATTEST:

By:     ______________________________
Name:
Title:  [Assistant] Secretary



          Personally appeared before me the above-named , known or proved to me
to be the same person who executed the foregoing instrument and to be a [Vice]
President of the Owner, and acknowledged to me that [he/she] executed the same
as [his/her] free act and deed and the free act and deed of the Owner.

          Subscribed and sworn before me this ____ day of __________, 200__.



                                      ____________________________________
                                                  Notary Public

                                      County of  _________________________
                                      State of ___________________________

                                      My Commission expires:












                                      F-2-6

<PAGE>




                                    EXHIBIT G

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                                                     _____________, 200__


Ameriquest Mortgage Securities Inc.
1100 Town & Country Road
Orange, California 92868

Bankers Trust Company of California, N.A.
1761 East St. Andrew Place
Santa Ana, California 92705-4934

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

               Re:    Ameriquest Mortgage Securities Inc.
                      Asset-Backed Pass-Through Certificates,
                      Series 2002-1, Class [Ce], [P], [R]
                      ---------------------------------------

Dear Ladies and Gentlemen:

          __________________________________ (the "Transferee") intends to
acquire from _____________________ (the "Transferor") $____________ Initial
Certificate Principal Balance of Ameriquest Mortgage Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2002-1, Class ___ (the
"Certificates"), issued pursuant to a Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") dated as of March 1, 2002 among Ameriquest
Mortgage Securities Inc. as depositor (the "Depositor"), Ameriquest Mortgage
Company as master servicer (the "Master Servicer"), U.S. Bank National
Association as trustee and Bankers Trust Company of California, N.A. as trust
administrator (the "Trust Administrator"). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned thereto in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants
to, and covenants with the Depositor, the Trustee, the Trust Administrator and
the Master Servicer that the following statements in either (1) or (2) are
accurate:

     _____ (1) The Certificates (i) are not being acquired by, and will not be
          transferred to, any employee benefit plan within the meaning of
          section 3(3) of the Employee Retirement Income Security Act of 1974,
          as amended ("ERISA"), or other retirement arrangement, including
          individual retirement accounts and annuities, Keogh plans and bank
          collective investment funds and insurance company general or separate
          accounts in which such plans, accounts or arrangements are invested,
          that is subject to Section 406 of ERISA or Section 4975 of the
          Internal Revenue Code of 1986 (the


                                       G-1

<PAGE>



          "Code") (any of the foregoing, a "Plan"), (ii) are not being acquired
          with "plan assets" of a Plan within the meaning of the Department of
          Labor ("DOL") regulation, 29 C.F.R. ss. 2510.3-101, and (iii) will not
          be transferred to any entity that is deemed to be investing in plan
          assets within the meaning of the DOL regulation at 29
          C.F.R.ss.2510.3-101; or

     _____ (2) The purchase of Certificates is permissible under applicable law,
          will not constitute or result in any prohibited transaction under
          ERISA or Section 4975 of the Code, will not subject the Depositor, the
          Trustee, the Trust Administrator or the Master Servicer to any
          obligation in addition to those undertaken in the Pooling and
          Servicing Agreement and the transferee is an insurance company and (A)
          the source of funds used to purchase such Certificate is an "insurance
          company general account" (as such term is defined in PTCE 95-60), (B)
          the conditions set forth in Sections I and III PTCE 95-60 have been
          satisfied and (C) there is no Plan with respect to which the amount of
          such general account's reserves and liabilities for contracts held by
          or on behalf of such Plan and all other Plans maintained by the same
          employer (or any "affiliate" thereof, as defined in PTCE 95-60) or by
          the same employee organization, exceeds 10% of the total of all
          reserves and liabilities of such general account (as determined under
          PTCE 95-60) as of the date of the acquisition of such Certificates.

                                          Very truly yours,

                                          By: ______________________________
                                          Name:
                                          Title:










                                       G-2

<PAGE>



                                    EXHIBIT H

                                   [RESERVED]










                                       H-1

<PAGE>



                                    EXHIBIT I

                     FORM OF SUBSEQUENT TRANSFER INSTRUMENT

          Pursuant to this Subsequent Transfer Instrument, dated _______, 2002
(the "Instrument"), between Ameriquest Mortgage Securities Inc. as seller (the
"Depositor"), U.S. Bank National Association as trustee and Bankers Trust
Company of California, N.A. as trust administrator (the "Trustee") of the
Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates,
Series 2002-1, and pursuant to the Pooling and Servicing Agreement, dated as of
March 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor as
depositor, Ameriquest Mortgage Company as master servicer, the Trustee as
trustee and the Trust Administrator as trust administrator, the Depositor, the
Trustee and the Trust Administrator agree to the sale by the Depositor and the
purchase by the Trustee on behalf of the Trust Fund, of the Mortgage Loans
listed on the attached Schedule of Mortgage Loans (the "Subsequent Mortgage
Loans").

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

          Section 1. CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS.

          (a) The Depositor does hereby sell, transfer, assign, set over and
convey to the Trustee on behalf of the Trust Fund, without recourse, all of its
right, title and interest in and to the Subsequent Mortgage Loans, and including
all amounts due on the Subsequent Mortgage Loans after the related Subsequent
Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be
delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement;
provided, however that the Depositor reserves and retains all right, title and
interest in and to amounts due on the Subsequent Mortgage Loans on or prior to
the related Subsequent Cut-off Date. The Depositor, contemporaneously with the
delivery of this Agreement, has delivered or caused to be delivered to the Trust
Administrator each item set forth in Section 2.01 of the Pooling and Servicing
Agreement. The transfer to the Trustee by the Depositor of the Subsequent
Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is
intended by the Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Certificateholders to constitute and to be treated as a
sale by the Depositor to the Trust Fund.

          (b) 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, in, to and under the Subsequent
Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor
as purchaser and the Master Servicer as originator and as seller, to the extent
of the Subsequent Mortgage Loans.

          (c) Additional terms of the sale are set forth on Attachment A hereto.


          Section 2. REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT.


                                       I-1

<PAGE>



          (a) The Depositor hereby confirms that each of the conditions
precedent and the representations and warranties set forth in Section 2.10 of
the Pooling and Servicing Agreement are satisfied as of the date hereof.

          (b) All terms and conditions of the Pooling and Servicing Agreement
are hereby ratified and confirmed; provided, however, that in the event of any
conflict, the provisions of this Instrument shall control over the conflicting
provisions of the Pooling and Servicing Agreement.

          Section 3. RECORDATION OF INSTRUMENT.

          To the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Master
Servicer at the Certificateholders' expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.

          Section 4. GOVERNING LAW.

          This Instrument 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, without giving
effect to principles of conflicts of law.

          Section 5. COUNTERPARTS.

          This Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.




                                       I-2

<PAGE>



          Section 6. SUCCESSORS AND ASSIGNS.

          This Instrument shall inure to the benefit of and be binding upon the
Depositor, the Trustee and the Trust Administrator and their respective
successors and assigns.

                                      AMERIQUEST MORTGAGE SECURITIES INC.


                                      By: ________________________________
                                      Name:
                                      Title:

                                      U.S. BANK NATIONAL ASSOCIATION


                                      By: ________________________________
                                      Name:
                                      Title:

                                      BANKERS TRUST COMPANY OF
                                      CALIFORNIA, N.A.,
                                      as Trust Administrator


                                      By: ________________________________
                                      Name:
                                      Title:

ATTACHMENTS

A.       Additional terms of sale.
B.       Schedule of Subsequent Mortgage Loans.










                                       I-3

<PAGE>



                                  ATTACHMENT A
                                  ------------

                            ADDITIONAL TERMS OF SALE

     A. General

        1.   Subsequent Cut-off Date: ________, 2002
        2.   Subsequent Transfer Date: ________, 2002
        3.   Aggregate Principal Balance of the Subsequent Mortgage Loans as of
             the Subsequent Cut-off Date: $______________
        4.   Purchase Price: 100.00%

     B. The following representations and warranties with respect to each
Subsequent Mortgage Loan determined as of the Subsequent Cut-off Date is true
and correct: (i) the Subsequent Mortgage Loan may not be 30 or more days
delinquent as of the related Subsequent Cut-off Date (except with respect to
1.00% of the Subsequent Mortgage Loans, by aggregate principal balance as of the
related Subsequent Cut-off Date, which may be 30 or more days delinquent but
less than 60 days delinquent as of the related Subsequent Cut-off Date); (ii)
the stated term to maturity of the Subsequent Mortgage Loan will not be less
than ___ months and will not exceed 360 months; (iii) the Subsequent Mortgage
Loan may not provide for negative amortization; (iv) the Subsequent Mortgage
Loan will not have a Loan-to-Value Ratio greater than ____% the Subsequent
Mortgage Loans will have as of the Subsequent Cut-off Date, a weighted average
term since origination not in excess of __ months; (vi) no Subsequent Mortgage
Loan shall have a Mortgage Rate less than ___% or greater than ____%; (vii) the
Subsequent Mortgage Loan will have been serviced by the Master Servicer since
origination or purchased by the Depositor; (viii) the Subsequent Mortgage Loan
must have a first Monthly Payment due on or before [MONTH/YEAR]; and (ix) the
Subsequent Mortgage Loan will be underwritten in accordance with the criteria
set forth under the section "The Mortgage Pool--Underwriting Standards;
Representations" in the Prospectus Supplement.

     C. Following the purchase of the Subsequent Mortgage Loans by the Trust
Fund, the Mortgage Loans (including the Subsequent Mortgage Loans) will, as of
the Subsequent Cut-off Date: (i) have a weighted average original term to stated
maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate
of not less than _____% and not more than ______%; (iii) have a weighted average
Loan-to-Value Ratio of not more than ______%; (iv) have no Mortgage Loan with a
principal balance in excess of $________ and (v) have a weighted average Gross
Margin of not less than _____%, in each case, as applicable, by aggregate
principal balance of the Mortgage Loans as of the Subsequent Cut-off Date.
Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by
any of the Rating Agencies if the inclusion of such Subsequent Mortgage Loan
would adversely affect the ratings on any class of Offered Certificates.






                                       I-4

<PAGE>



                                    EXHIBIT J

                             FORM OF ADDITION NOTICE

                                                       ____________, 2002

Bankers Trust Company of California, N.A.
1761 East St. Andrew Place
Santa Ana, California 92705-4934

     Re:  Pooling and Servicing Agreement, dated as of March 1, 2002, among
          Ameriquest Mortgage Securities Inc., Ameriquest Mortgage Company, U.S.
          Bank National Association and Bankers Trust Company of California,
          N.A., relating to Ameriquest Mortgage Securities Inc., Asset-Backed
          Pass-Through Certificates, Series 2002-1
          ----------------------------------------------------------------------


Ladies and Gentlemen:

          Pursuant to Section 2.10 of the referenced Pooling and Servicing
Agreement, Ameriquest Mortgage Securities Inc. has designated Subsequent
Mortgage Loans to be sold to the Trust Fund on ________, 2002 with an aggregate
principal balance of $_______________. Capitalized terms not otherwise defined
herein have the meaning set forth in the Pooling and Servicing Agreement.

          Please acknowledge your receipt of this notice by countersigning the
enclosed copy in the space indicated below and returning it to the attention of
the undersigned.

                                               Very truly yours,

                                               AMERIQUEST MORTGAGE
                                               SECURITIES INC.

                                               By:________________________
                                               Name:
                                               Title:

Acknowledged and Agreed:

BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., as Trust Administrator

By: _________________________________
Name:
Title:




                                       J-1

<PAGE>




                                    EXHIBIT K

                           LOSS MITIGATION ACTION PLAN

--------------------------------------------------------------------------------
DEFAULT MITIGATION ACTION                         SUPPORTING STANDARDS
--------------------------------------------------------------------------------
FORBEARANCE WORKOUT                       Borrower documents a temporary
-------------------                       financial hardship resulting in
Defer any of the following:               request for a forbearance
1.accrued interest                        Borrower documents financial ability
2.past due principal                      to pay under the proposed forbearance
3.escrow advances                         terms
4.corporate advances                      Borrower expresses a willingness to
5.ancillary fees                          perform.
6.any combination of the above            Current monthly payments are scheduled
                                          to be made prior to late charge date
                                          during the forbearance term

--------------------------------------------------------------------------------
LOAN MODIFICATION WORKOUT                 Borrower documents a non-temporary
-------------------------                 financial hardship resulting in the
Any of the following:                     request for a loan modification
1.waive accrued interest                  Borrower documents financial ability
2.waive past due principal                to pay under the proposed loan
3.waive corporate advances                modification terms
4.waive ancillary fees                    Borrower does not have the ability to
5.reduce principal                        pay under the original loan terms
6.reduce interest rate                    Borrower expresses a willingness to
7.any combination of the above items      perform
8.any combination with the                No waiver of escrow advances
  Forbearance items                       (taxes and insurance) is allowed

--------------------------------------------------------------------------------
SHORT SALE DISPOSAL                       Sale to a third party
-------------------                       Independent appraisal supports sale
Waive or negotiate a reduced amount of    price
any of the following:                     No cash to seller (borrower),
1.accrued interest                        excluding costs necessary to close
2.principal                               Borrower does not have the ability
3.escrow advances                         and/or willingness to pay
4.corporate advances                      Borrower no
5.ancillary fees                          longer wants property
6.prepayment charges
7.any combination of the above items

--------------------------------------------------------------------------------
SHORT PAY-OFF DISPOSAL                    Refinance by independent third party
----------------------                    Lender
Waive or negotiate a reduced amount       Independent appraisal supports new
of any of the following:                  loan amount
1.accrued interest                        New loan is no cash out (i.e. no cash
2.principal                               to borrower excluding costs necessary
3.escrow advances                         to close)
4.corporate advances                      Borrower has expressed his/her
5.ancillary fees                          unwillingness to pay
6.prepayment charges                      Anticipated refinance time frame is
7.any combination of the above items      less than anticipated foreclosure time
                                          frame
--------------------------------------------------------------------------------






                                       K-1

<PAGE>


--------------------------------------------------------------------------------
DEFAULT MITIGATION ACTION                         SUPPORTING STANDARDS
--------------------------------------------------------------------------------
DEED-IN-LIEU DISPOSAL                     Borrower has already or will abandon
---------------------                     the property or is willing to vacate
                                          the property (in a broom sweep
                                          condition) on a mutually agreeable
                                          date
                                          Borrower does not have the ability
                                          and/or willingness to pay
                                          Independent appraisal confirms
                                          property has a value
                                          Title is clean
                                          Property appears to be resalable based
                                          on condition and value shown in
                                          independent appraisal
                                          Property does not appear to have any
                                          environmental or hazardous conditions
                                          (or such conditions appear to be
                                          curable)

--------------------------------------------------------------------------------
FORECLOSURE DISPOSAL                      Borrower has already or will abandon
--------------------                      the property (which may be by an
                                          eviction proceeding or mutual
                                          agreement)
                                          Borrower does not have the ability
                                          and/or willingness to pay
                                          Independent appraisal confirms
                                          property has a value
                                          Property appears to be resalable based
                                          on condition and value shown in
                                          independent appraisal
                                          Property does not appear to have any
                                          environmental or hazardous conditions
                                          (or such conditions appear to be
                                          curable)

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

Workouts in the form of either a Forbearance or Loan Modification require that
the Borrower document the existence of a financial hardship leading to the
payment delinquency and document the ability to make the payments required under
the proposed Forbearance or Loan Modification. If the Borrower fails to meet
both of these conditions or the Borrower is uncooperative, a Disposal Loss
Mitigation Action will be employed to liquidate the delinquent loan, assuming
the Borrower does not otherwise cure the existing default. Each of the Default
Mitigation Actions and Supporting Standards may not be applicable to each and
every loan subject to a default in its monthly payments and in those cases where
a Default Mitigation Action or Supporting Standard may be applicable, each is
subject to amendment and/or waiver on an individual basis pursuant to applicable
federal, state and local laws, decisional authorities, court orders,
instructions of regulatory and/or other governmental authorities, the advice of
legal counsel, instructions from the Trust Administrator and changes in the loan
servicing standards.










                                       K-2

<PAGE>



                                   SCHEDULE 1

                             MORTGAGE LOAN SCHEDULE

                                 Filed By Paper










                                  Schedule-1-1

<PAGE>


                                   SCHEDULE 2

                           PREPAYMENT CHARGE SCHEDULE

                             Available Upon Request








                                  Schedule-2-1