EXHIBIT

<PAGE>

                         DLJ MORTGAGE ACCEPTANCE CORP.,

                                    Depositor



                           DLJ MORTGAGE CAPITAL, INC.,

                                     Seller



                          WILSHIRE CREDIT CORPORATION,

                                    Servicer

                                       and

                            THE CHASE MANHATTAN BANK,

                                     Trustee

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



                         POOLING AND SERVICING AGREEMENT
                           Dated as of January 1, 2001



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


                            CSFB TRUST SERIES 2001-S3
             CSFB MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-S3


<PAGE>



<TABLE>
<CAPTION>
                                                 Table of Contents
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>
ARTICLE I
         DEFINITIONS..............................................................................................6

ARTICLE II

         CONVEYANCE OF MORTGAGE LOANS;
         REPRESENTATIONS AND WARRANTIES..........................................................................47
         SECTION 2.01.     Conveyance of Mortgage Loans..........................................................47
         SECTION 2.02.     Acceptance by the Trustee.............................................................51
         SECTION 2.03.     Representations and Warranties of the Seller and Servicer.............................52
         SECTION 2.04.     Representations and Warranties of the Depositor as to the Mortgage
                  Loans..........................................................................................54
         SECTION 2.05.     Delivery of Opinion of Counsel in Connection with Substitutions.
                   ..............................................................................................55
         SECTION 2.06.     Execution and Delivery of Certificates................................................55
         SECTION 2.07.     REMIC Matters.........................................................................55
         SECTION 2.08.     Covenants of the Servicer.............................................................55

ARTICLE III

         ADMINISTRATION AND SERVICING
         OF MORTGAGE LOANS.......................................................................................57
         SECTION 3.01.     Servicer to Service Mortgage Loans....................................................57
         SECTION 3.02.     Subservicing; Enforcement of the Obligations of Subservicers.
                   ..............................................................................................59
         SECTION 3.03.      [Reserved]...........................................................................60
         SECTION 3.04.     Trustee to Act as Servicer............................................................60
         SECTION 3.05.     Collection of Mortgage Loans; Collection Accounts; Certificate
                  Account........................................................................................60
         SECTION 3.06.     Establishment of and Deposits to Escrow Accounts; Permitted
                  Withdrawals from Escrow Accounts; Payments of Taxes, Insurance and Other
                  Charges........................................................................................63
         SECTION 3.07.     Access to Certain Documentation and Information Regarding the
                  Mortgage Loans; Inspections....................................................................65
         SECTION 3.08.     Permitted Withdrawals from the Collection Accounts and Certificate
                  Account........................................................................................65
         SECTION 3.09.     Maintenance of Hazard Insurance and Mortgage Impairment
                  Insurance; Claims; Restoration of Mortgaged Property...........................................67
         SECTION 3.10.     Enforcement of Due-on-Sale Clauses; Assumption Agreements.
                   ..............................................................................................68
         SECTION 3.11.     Realization Upon Defaulted Mortgage Loans; Repurchase of Certain
                  Mortgage Loans.................................................................................69


                                                         i

<PAGE>



         SECTION 3.12.     Trustee to Cooperate; Release of Mortgage Files.......................................73
         SECTION 3.13.     Documents, Records and Funds in Possession of the Servicer to be
                  Held for the Trustee...........................................................................74
         SECTION 3.14.     Servicing Fee.........................................................................74
         SECTION 3.15.     Access to Certain Documentation.......................................................74
         SECTION 3.16.     Annual Statement as to Compliance.....................................................75
         SECTION 3.17.     Annual Independent Public Accountants' Servicing Statement;
                  Financial Statements...........................................................................75
         SECTION 3.18.     Maintenance of Fidelity Bond and Errors and Omissions Insurance.
                   ..............................................................................................75
         SECTION 3.19.     Duties of the Loss Mitigation Advisor.................................................76
         SECTION 3.20.     Limitation Upon Liability of the Loss Mitigation Advisor..............................76
         SECTION 3.21.     Maintenance of Pool Insurance Policy..................................................77
         SECTION 3.22.     Maintenance of Special Hazard Insurance Policy........................................77

ARTICLE IV

         DISTRIBUTIONS AND
         ADVANCES BY THE SERVICER................................................................................79
         SECTION 4.01.     Advances by the Servicer..............................................................79
         SECTION 4.02.     Priorities of Distribution............................................................79
         SECTION 4.03.     [Reserved]............................................................................83
         SECTION 4.04.     [Reserved]............................................................................83
         SECTION 4.05.     Allocation of Realized Losses.........................................................84
         SECTION 4.06.     Monthly Statements to Certificateholders..............................................85
         SECTION 4.07.     Certificate Insurer; Policy Matters...................................................87
         SECTION 4.08.     Distributions on the Uncertificated REMIC 1 Regular Interests
                            .....................................................................................91
         SECTION 4.09.     Distributions on the Uncertificated REMIC 2 Regular Interests
                            .....................................................................................92

ARTICLE V

         THE CERTIFICATES........................................................................................94
         SECTION 5.01.     The Certificates......................................................................94
         SECTION 5.02.     Certificate Register; Registration of Transfer and Exchange of
                  Certificates...................................................................................95
         SECTION 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates.....................................99
         SECTION 5.04.     Persons Deemed Owners.................................................................99
         SECTION 5.05.     Access to List of Certificateholders' Names and Addresses............................100
         SECTION 5.06.     Maintenance of Office or Agency......................................................100

ARTICLE VI

         THE DEPOSITOR, THE SELLER AND THE SERVICER.............................................................101


                                                        ii

<PAGE>



         SECTION 6.01.     Respective Liabilities of the Depositor, the Sellers and the Servicers.
                                                                                                                101
         SECTION 6.02.     Merger or Consolidation of the Depositor, the Seller or the Servicer.
                                                                                                                101
         SECTION 6.03.     Limitation on Liability of the Depositor, the Seller, the Servicer and
                  Others........................................................................................101
         SECTION 6.04.     Limitation on Resignation of the Servicer............................................102

ARTICLE VII

         DEFAULT................................................................................................102
         SECTION 7.01.     Events of Default....................................................................102
         SECTION 7.02.     Trustee to Act; Appointment of Successor.............................................104
         SECTION 7.03.     Notification to Certificateholders...................................................105
         SECTION 7.04.     Termination by the Certificate Insurer...............................................105

ARTICLE VIII

         CONCERNING THE TRUSTEE.................................................................................108
         SECTION 8.01.     Duties of the Trustee................................................................108
         SECTION 8.02.     Certain Matters Affecting the Trustee................................................109
         SECTION 8.03.     Trustee Not Liable for Certificates or Mortgage Loans................................110
         SECTION 8.04.     Trustee May Own Certificates.........................................................110
         SECTION 8.05.     Trustee's Fees and Expenses..........................................................110
         SECTION 8.06.     Eligibility Requirements for the Trustee.............................................111
         SECTION 8.07.     Resignation and Removal of the Trustee...............................................111
         SECTION 8.08.     Successor Trustee....................................................................112
         SECTION 8.09.     Merger or Consolidation of the Trustee...............................................112
         SECTION 8.10.     Appointment of Co-Trustee or Separate Trustee........................................112
         SECTION 8.11.     Tax Matters..........................................................................114
         SECTION 8.12.     Periodic Filings.....................................................................116

ARTICLE IX

         TERMINATION............................................................................................117
         SECTION 9.01.     Termination upon Liquidation or Purchase of the Mortgage Loans.
                   .............................................................................................117
         SECTION 9.02.     Final Distribution on the Certificates...............................................117
         SECTION 9.03.     Additional Termination Requirements..................................................118

ARTICLE X

         MISCELLANEOUS PROVISIONS...............................................................................119
         SECTION 10.01.             Amendment...................................................................119
         SECTION 10.02.             Recordation of Agreement; Counterparts......................................121
         SECTION 10.03.             Governing Law...............................................................121


                                                        iii

<PAGE>



         SECTION 10.04.             [Reserved]..................................................................121
         SECTION 10.05.             Notices.....................................................................121
         SECTION 10.06.             Severability of Provisions..................................................122
         SECTION 10.07.             Assignment..................................................................122
         SECTION 10.08.             Limitation on Rights of Certificateholders..................................123
         SECTION 10.09.             Certificates Nonassessable and Fully Paid...................................123


EXHIBITS
         EXHIBIT A.                 Form of Senior Certificates.................................................A-1
         EXHIBIT B.                 Form of Subordinate Certificate.............................................B-1
         EXHIBIT C.                 Form of Residual Certificate................................................C-1
         EXHIBIT D.                 Form of Notional Amount Certificate.........................................D-1
         EXHIBIT E.                 Form of Principal Only Certificate..........................................E-1
         EXHIBIT F.                 Form of Reverse Certificates................................................F-1
         EXHIBIT G.                 Form of Initial Certification of Custodian..................................G-1
         EXHIBIT H.                 Form of Final Certification of Custodian....................................H-1
         EXHIBIT I.                 Transfer Affidavit..........................................................I-1
         EXHIBIT J.                 Form of Transferor Certificate..............................................J-1
         EXHIBIT K.                 Form of Investment Letter (Non-Rule 144A)...................................K-1
         EXHIBIT L.                 Form of Rule 144A Letter....................................................L-1
         EXHIBIT M.                 Request for Release.........................................................M-1
         EXHIBIT N.                 [Reserved]..................................................................N-1
         EXHIBIT O-1.               Form of Collection Account Certification..................................O-1-1
         EXHIBIT O-2.               Form of Collection Account Letter Agreement...............................O-2-1
         EXHIBIT P-1.               Form of Escrow Account Certification......................................P-1-1
         EXHIBIT P-2.               Form of Escrow Account Letter Agreement...................................P-2-1
         EXHIBIT Q.                 Form of Monthly Remittance Advice...........................................Q-1
         EXHIBIT R                  Form of Custodial Agreement.................................................R-1
         EXHIBIT S-1                Form of Group I Certificate Insurance Policy..............................S-1-1
         EXHIBIT S-2                Form of Group III Certificate Insurance Policy............................S-2-1
         EXHIBIT T                  Mortgage Pool Insurance Policy..............................................T-1
         EXHIBIT U                  Special Hazard Insurance Policy.............................................U-1
         SCHEDULE I                 Mortgage Loan Schedule......................................................I-1
         SCHEDULE II                Seller's Representations and Warranties....................................II-1
         SCHEDULE III               Representations and Warranties for the Mortgage Loans.....................III-1
</TABLE>



                                       iv

<PAGE>



                  THIS POOLING AND SERVICING AGREEMENT, dated as of January 1,
2001, among DLJ MORTGAGE ACCEPTANCE CORP., a Delaware corporation, as depositor
(the "Depositor"), DLJ MORTGAGE CAPITAL , INC., a Delaware corporation, as
Seller (the "Seller"), WILSHIRE CREDIT CORPORATION, a Nevada corporation, as the
Servicer (in such capacity, the "Servicer"), and THE CHASE MANHATTAN BANK, a New
York banking corporation, as trustee (the "Trustee").

                                 WITNESSETH THAT

                  In consideration of the mutual agreements herein contained,
the parties hereto agree as follows:

                              PRELIMINARY STATEMENT

                                     REMIC 1
                                     -------

                  As provided herein, an election will be made to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
assets as a REMIC for federal income tax purposes, and such segregated pool of
assets will be designated as REMIC 1. The Class A-R-1 Certificates will
represent the sole class of "residual interests" in REMIC 1 for purposes of the
REMIC Provisions under federal income tax law. The following table irrevocably
sets forth the designation, Uncertificated REMIC 1 Pass-Through Rate and initial
Uncertificated Principal Balance for each of the "regular interests" in REMIC 1
(the "Uncertificated REMIC 1 Regular Interests"). None of the REMIC 1 Regular
Interests will be certificated.


                         Uncertificated REMIC 1         Initial Uncertificated

    Designation             Pass-Through Rate                   Balance

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

       LTA-I                  Variable(1)            $            69,664,201.00
       LTB-I                  Variable(1)            $             6,889,895.79
       LTR-I                  Variable(1)            $                   200.00
      LTA-II                     6.80%               $             5,433,153.41
      LTB-II                  Variable(1)            $            68,173,256.81
      LTPO-II                    0.00%               $               399,708.55
      LTA-III                    9.04%               $            41,187,365.30
      LTB-III                 Variable(1)            $             6,426,285.77
     LTPO-III                    0.00%               $             4,168,734.24
-------------------

(1)      Calculated as provided in the definition of Uncertificated Pass-Through
         Rate.




                                       1

<PAGE>



                                     REMIC 2
                                     -------

         As provided herein, an election will be made to treat the segregated
pool of assets consisting of the Uncertificated REMIC 1 Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as REMIC 2. The Class A-R-2 Certificates will represent the sole
class of "residual interests" in REMIC 2 for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, Uncertificated REMIC 2 Pass-Through Rate and initial Uncertificated
Principal Balance for each of the "regular interests" in REMIC 2 (the
"Uncertificated REMIC 2 Regular Interests"). None of the REMIC 2 Regular
Interests will be certificated.





                         Uncertificated REMIC 2        Initial Uncertificated

    Designation             Pass-Through Rate                  Balance

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

       MTA-I                  Variable(1)            $             69,664,201.00
      MTB1-I                  Variable(1)            $              4,401,877.00
      MTB2-I                  Variable (1)           $              2,488,017.90
       MTR-I                  Variable (1)           $                    100.00
      MTA-II                  Variable(1)            $             66,945,859.00
      MTB1-II                 Variable(1)            $              4,255,351.00
      MTB2-II                 Variable (1)           $              2,405,200.22
      MTPO-II                    0.00%               $                399,708.55
      MTA-III                 Variable(1)            $             42,953,236.00
     MTB1-III                 Variable(1)            $              2,977,487.00
     MTB2-III                 Variable(1)            $              1,682,928.07
     MTPO-III                    0.00%               $              4,168,734.24
-------------------

(1)      Calculated as provided in the definition of Uncertificated Pass-Through
         Rate.

(2)      Will not have a principal balance but will accrue interest on an
         "Uncertificated Notional Amount" as defined herein.

                                     REMIC 3
                                     -------

         As provided herein, an election will be made to treat the segregated
pool of assets consisting of the Uncertificated REMIC 2 Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as REMIC 3. The Class A-R-3 Certificates will represent the sole
class of "residual interests" in REMIC 3 for purposes of the REMIC Provisions
under federal income tax law.


                                        2

<PAGE>



                  The following table sets forth characteristics of the
Certificates, together with the minimum denominations and integral multiples in
excess thereof in which such Classes shall be issuable (except that one
Certificate of each Class of Certificates may be issued in a different amount
and, in addition, one Residual Certificate representing the Tax Matters Person
Certificate may be issued in a different amount):


<TABLE>
<CAPTION>
                              Class Certificate           Pass-Through              Minimum                Integral
                                   Balance                    Rate               Denomination            Multiples in
                                                                                                          Excess of
                                                                                                           Minimum
<S>                       <C>                            <C>                     <C>                     <C>
Class I-A-1               $           69,664,201.00      Adjustable (1)             $25,000                   $1
Class I-A-2                                     (2)      Adjustable (1)            $100,000                   $1
Class X-I                 $                     (2)          8.00%                 $100,000                   $1
Class II-A-1              $           66,945,859.00          6.80%                  $25,000                   $1
Class X-II                                      (2)          8.00%                 $100,000                   $1
Class II-P                $              399,708.55        0.00% (3)                $25,000                   $1
Class III-A-1             $           42,953,236.00      Adjustable (1)             $25,000                   $1
Class III-A-2                                   (2)      Adjustable (1)            $100,000                   $1
Class X-III                                     (2)          9.00%                 $100,000                   $1
Class III-P               $            4,168,734.24        0.00% (3)                $25,000                   $1
Class A-R-1               $                  100.00       Variable (4)               $100                    N/A
Class A-R-2               $                  100.00       Variable (4)               $100                    N/A
Class A-R-3               $                  100.00       Variable (4)               $100                    N/A
Class B-1                 $           11,634,715.00       Variable (5)              $25,000                   $1
Class XB-1                                      (2)          8.257%                $100,000                   $1
Class B-2                 $            6,576,147.08       Variable (5)              $25,000                   $1
Class XB-2                $                     (2)          8.757%                $100,000                   $1
</TABLE>

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

(1)      The Class I-A-1, Class I-A-2, Class III-A-1 and Class III-A-2
         Certificates are adjustable rate and will receive interest pursuant to
         formulas based on LIBOR, subject to a cap and a floor.


                                        3

<PAGE>



(2)      These Certificates are interest only certificates, will have no
         principal balance and will accrue interest on their related notional
         amount. The initial notional amounts of the Class I-A-2, Class X-I,
         Class X-II, Class III-A-2, Class X-III, Class XB-1 and Class XB-2
         Certificates will be $69,664,201.00, $1,828,693.15, $9,861,518.91,
         $42,953,236.00, $474,612.22 and $1,071,804.05, respectively.

(3)      The Class II-P Certificates and Class III-P Certificates will not
         receive any distributions of interest.

(4)      The initial pass-through rates on the Class A-R-1, Class A-R-2 and
         Class A-R-3 Certificates will be approximately 10.0053% per annum and
         will vary after the first Distribution Date.

(5)      The initial pass-through rates on the Class B-1 and Class B-2
         Certificates will be approximately 8.25% and 8.75%, respectively per
         annum and will vary after the first Distribution Date.

                  Set forth below are designations of Classes of Certificates to
the categories used herein:


Book-Entry Certificates......................... All Classes of Certificates
                                                 other than the Physical
                                                 Certificates.

ERISA-Restricted Certificates................... Residual Certificates.

Group I Certificates............................ Class I-A-1, Class I-A-2, Class
                                                 X-I and Class A-R Certificates.

Group II Certificates........................... Class II-A-1, Class X-II and
                                                 Class II-P Certificates.

Group III Certificates.......................... Class III-A-1, Class III-A-2,
                                                 Class X-III and Class III-P
                                                 Certificates

Notional Amount Certificates.................... Class I-A-2, Class X-I, Class
                                                 X-II, Class III-A-2, Class
                                                 X-III, Class XB-1 and Class
                                                 XB-2 Certificates.

Class A Certificates............................ Class I-A-1, Class I-A-2, Class
                                                 II-A-1, Class III-A-1, and
                                                 Class III-A-2 Certificates.

Class A-R Certificates.......................... Class A-R-I, Class A-R-II and
                                                 Class A-R-III Certificates.

Class B Certificates............................ Class B-1 and Class B-2
                                                 Certificates.

Class XB Certificates........................... Class XB-1 Certificates and
                                                 Class XB-2 Certificates.

Class X Certificates............................ Class X-I, Class X-II, Class
                                                 X-III, Class XB-1 and Class
                                                 XB-2 Certificates.

Offered Certificates............................ All Classes of Certificates.

Principal Only Certificates..................... Class II-P Certificates and
                                                 Class III-P Certificates.

Physical Certificates........................... Class A-R Certificates.

Rating Agencies................................. S&P and Fitch.

Regular Certificates............................ All Classes of Certificates
                                                 other than the Class A-R
                                                 Certificates.


                                        4

<PAGE>




Residual Certificates........................... Class A-R Certificates.

Senior Certificates............................. Class I-A-1, Class I-A-2, Class
                                                 X-I, Class II-A-1, Class II-P,
                                                 Class X-II, Class III-A-1,
                                                 Class III-A-2, Class X- III,
                                                 Class III-P and Class A-R
                                                 Certificates.

Subordinate Certificates........................ Class B-1, Class XB-1, Class
                                                 B-2 and Class XB-2
                                                 Certificates.

Explanatory Note................................ The Certificates whose class
                                                 designation begins or ends with
                                                 "I" correspond to Loan Group I.
                                                 The Certificates whose class
                                                 designation begins or ends with
                                                 "II" correspond to Loan Group
                                                 II. The Certificates whose
                                                 class designation begins or
                                                 ends with "III" correspond to
                                                 Loan Group III. The Subordinate
                                                 Certificates correspond to all
                                                 three groups.



                                        5

<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:

                  ACCEPTED SERVICING PRACTICES: With respect to any Mortgage
Loan, those mortgage servicing practices of prudent mortgage lending
institutions which service mortgage loans of the same type as such Mortgage Loan
in the jurisdiction where the related Mortgaged Property is located.

                  ADJUSTED WEIGHTED AVERAGE NET MORTGAGE RATE: With respect to
any Distribution Date and the Group II Mortgage Loans, the weighted average of
the Net Mortgage Rates of the Group II Mortgage Loans, provided however each
mortgage loan with a Net Mortgage Rate less than 6.80% shall be treated as
having a Net Mortgage Rate of 6.80%. For purposes of calculating this rate, the
principal balance of each Class II-P Mortgage Loan will equal the product of its
principal balance multiplied by the difference between 1.0 and the Class II-P
Fraction for that mortgage loan.

                  With respect to any Distribution Date and the Group III
Mortgage Loans, the weighted average of the Net Mortgage Rates of the Group III
Mortgage Loans, provided however each mortgage loan with a Net Mortgage Rate
less than 9.04% shall be treated as having a Net Mortgage Rate of 9.04%. For
purposes of calculating this rate, the principal balance of each Class III-P
Mortgage Loan will equal the product of its principal balance multiplied by the
difference between 1.0 and the Class III-P Fraction for that mortgage loan.

                  ADVANCE: The payment required to be made by the Servicer with
respect to any Distribution Date pursuant to Section 4.01.

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

                  ANCILLARY INCOME: All income derived from the Mortgage Loans,
other than Servicing Fees, including but not limited to, late charges,
Prepayment Penalties, prepayment fees, fees received with respect to checks or
bank drafts returned by the related bank for non-sufficient funds, assumption
fees, optional insurance administrative fees and all other incidental fees and
charges.

                  APPRAISED VALUE: The amount set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the value of the
Mortgaged Property.

                  ASSIGNMENT AGREEMENT: An assignment agreement between DLJ
Mortgage Capital, Inc. as Seller and the Depositor, whereby the Mortgage Loans
are transferred and the representations and warranties on the related Mortgage
Loans are assigned.

                                        6

<PAGE>



                  ASSIGNMENT OF MORTGAGE: An assignment of the Mortgage, notice
of transfer or equivalent instrument in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located to
reflect the transfer of the Mortgage.

                  AVAILABLE FUNDS: With respect to any Distribution Date and
each Loan Group the sum of (i) all related Scheduled Payments (net of the
related Expense Fees) due on the Due Date in the month in which such
Distribution Date occurs and received prior to the related Determination Date,
together with any Advances in respect thereof; (ii) all related Insurance
Proceeds and Liquidation Proceeds received during the month preceding the month
of such Distribution Date; (iii) all Curtailments and Payoffs received during
the Prepayment Period applicable to such Distribution Date (excluding Prepayment
Penalties); (iv) related amounts received with respect to such Distribution Date
as the Substitution Adjustment Amount or Repurchase Price, in each case reduced
by amounts in reimbursement for Advances previously made and other amounts as to
which the Servicer is entitled to be reimbursed pursuant to Section 3.08; and
(v) related Compensating Interest Payments for such Distribution Date; provided
however, Available Funds for each Loan Group will be subject to increase or
decrease to reflect any adjustments under Section 4.02(e) (X) and (Y).

                  BANKRUPTCY CODE: The United States Bankruptcy Reform Act of
1978, as amended.

                  BANKRUPTCY LOSS: With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service Reduction; PROVIDED, HOWEVER, that a
Bankruptcy Loss shall not be deemed a Bankruptcy Loss hereunder so long as the
Servicer has notified the Trustee in writing that the Servicer is diligently
pursuing any remedies that may exist in connection with the related Mortgage
Loan and either (A) the related Mortgage Loan is not in default with regard to
payments due thereunder or (B) delinquent payments of principal and interest
under the related Mortgage Loan and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Servicer, in
either case without giving effect to any Debt Service Reduction or Deficient
Valuation.

                  BOOK-ENTRY CERTIFICATES: As specified in the Preliminary
Statement.

                  BUSINESS DAY: Any day other than (i) a Saturday or a Sunday,
or (ii) a day on which banking institutions in the City of New York, New York,
or the city in which the Corporate Trust Office of the Trustee, or savings and
loan institutions in the States of Illinois, California or Texas or the
Commonwealth of Pennsylvania, is located are authorized or obligated by law or
executive order to be closed.

                  CERTIFICATE: Any one of the Certificates executed by the
Trustee in substantially the forms attached hereto as exhibits.

                  CERTIFICATE ACCOUNT: The separate Eligible Account created and
maintained with the Trustee, or any other bank or trust company acceptable to
the Rating Agencies which is incorporated under the laws of the United States or
any state thereof pursuant to Section 3.05, which account shall bear a
designation clearly indicating that the funds deposited therein are held in
trust for the benefit of the Trustee on behalf of the Certificateholders or any
other account serving a similar function acceptable to the Rating Agencies.
Funds in the Certificate Account may (i) be held uninvested

                                        7

<PAGE>



without liability for interest or compensation thereon or (ii) be invested at
the direction of the Trustee in Eligible Investments and reinvestment earnings
thereon (net of investment losses) shall be paid to the Trustee. Funds deposited
in the Certificate Account (exclusive of the Trustee Fees and other amounts
permitted to be withdrawn pursuant to Section 3.08) shall be held in trust for
the Certificateholders.

                  CERTIFICATE BALANCE: With respect to any Certificate at any
date, the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the Denomination thereof minus
the sum of (i) all distributions of principal previously made with respect
thereto and (ii) all Realized Losses allocated thereto and, in the case of any
Subordinate Certificates, all other reductions in Certificate Balance previously
allocated thereto pursuant to Section 4.05.

                  CERTIFICATE GROUP: Any of the Group I Certificates, Group II
Certificates or the Group III Certificates, as the context requires.

                  CERTIFICATE INSURANCE POLICY: The Group I Certificate
Insurance Policy or the Group II Certificate Insurance Policy.

                  CERTIFICATE INSURANCE POLICY PAYMENTS ACCOUNT: As defined in
Section 4.07(c).

                  CERTIFICATE INSURER: MBIA Insurance Corporation a subsidiary
of MBIA Inc., organized and created under the laws of the State of New York, or
any successor thereto.

                  CERTIFICATE INSURER CONTACT PERSONS: Collectively, the
officers designated by the Servicer to provide information to Certificate
Insurer pursuant to Section 4.07(i).

                  CERTIFICATE INSURER DEFAULT:  As defined in Section 4.07(1).

                  CERTIFICATE INSURER PREMIUM: With respect to any Distribution
Date and the Group I and Group III Insured Certificates, an amount equal to
1/12th of the product of (a) the Class Principal Balance of the related Insured
Certificates as of such Distribution Date (prior to giving effect to any
distributions thereon on such Distribution Date) and (b) the Premium Percentage.

                  CERTIFICATE INSURER REIMBURSEMENT AMOUNT: The sum of (i) all
amounts paid by Certificate Insurer under the related Certificate Insurance
Policy which have not been previously reimbursed, (ii) any unpaid Certificate
Insurer Premium with respect to such Certificate Insurance Policy, (iii) all
amounts due to Certificate Insurer under the Insurance Agreement and (iv)
interest on the foregoing at the Late Payment Rate.

                  CERTIFICATE OWNER: With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Book-Entry Certificate.

                  CERTIFICATE REGISTER: The register maintained pursuant to
Section 5.02.

                                        8

<PAGE>



                  CERTIFICATEHOLDER OR HOLDER: The person in whose name a
Certificate is registered in the Certificate Register, except that, solely for
the purpose of giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Depositor or any affiliate of the Depositor shall
be deemed not to be Outstanding and the Percentage Interest evidenced thereby
shall not be taken into account in determining whether the requisite amount of
Percentage Interests necessary to effect such consent has been obtained;
PROVIDED, HOWEVER, that if any such Person (including the Depositor) owns 100%
of the Percentage Interests evidenced by a Class of Certificates, such
Certificates shall be deemed to be Outstanding for purposes of any provision
hereof that requires the consent of the Holders of Certificates of a particular
Class as a condition to the taking of any action hereunder. The Trustee is
entitled to rely conclusively on a certification of the Depositor or any
affiliate of the Depositor in determining which Certificates are registered in
the name of an affiliate of the Depositor.

                  CLASS: All Certificates bearing the same class designation as
set forth in the Preliminary Statement.

                  CLASS A-R PASS-THROUGH RATE: With respect to any Distribution
Date, and the Class A-R-1, Class A-R-2 and Class A-R-3 Certificates, a per annum
rate equal to the weighted average of the Net Mortgage Rates for the Group I
Mortgage Loans.

                  CLASS B-1 PASS-THROUGH RATE: The interest rate on the Class
B-1 Certificates will equal, on any Distribution Date, a per annum rate equal to
(A) the quotient expressed as a percentage of (a) the sum of (i) the product of
(x) the Group I Certificate Interest Rate and (y) the Subordinate Component
Balance related to Loan Group I immediately before that Distribution Date, (ii)
the product of (x) the Adjusted Weighted Average Net Mortgage Rate of the Group
II Mortgage Loans and (y) the Subordinate Component Balance related to Loan
Group II immediately before that Distribution Date, and (iii) the product of (x)
the Group III Certificate Interest Rate and (y) the Subordinate Component
Balance related to Loan Group III immediately before that Distribution Date,
divided by (b) the sum of the Subordinate Component Balances for Loan Group I,
Loan Group II and Loan Group III immediately before that Distribution Date minus
(B) 0.76% per annum. The initial Class B-1 Pass-Through Rate will be
approximately 8.257% per annum; provided, however, for federal income tax
purposes, the Class B-1 Pass-Through Rate will equal, on any Distribution Date,
a per annum rate equal to the weighted average of (i) the excess of the
Uncertificated Pass- Through Rates of Uncertificated REMIC 2 Regular Interest
MTB1-I over 0.76% per annum, (ii) the excess of the Uncertificated REMIC 2
Regular Interest MTB1-II over 0.76% per annum and (iii) the excess of the
Uncertificated REMIC 2 Regular Interest MTB1-III over 0.76% per annum, weighted
based on their respective Uncertificated Principal Balances.

                  CLASS B-2 PASS-THROUGH RATE: The interest rate on the Class
B-2 Certificates will equal, on any Distribution Date, a per annum rate equal to
(A) the quotient expressed as a percentage of (a) the sum of (i) the product of
(x) the Group I Certificate Interest Rate and (y) the Subordinate Component
Balance related to Loan Group I immediately before that Distribution Date, (ii)
the product of (x) the Adjusted Weighted Average Net Mortgage Rate of the Group
II Mortgage Loans and (y) the Subordinate Component Balance related to Loan
Group II immediately before that Distribution Date, and (iii) the product of (x)
the Group III Certificate Interest Rate and (y) the Subordinate Component
Balance related to Loan Group III immediately before that Distribution

                                        9

<PAGE>



Date, divided by (b) the sum of the Subordinate Component Balances for Loan
Group I, Loan Group II and Loan Group III immediately before that Distribution
Date minus (B) 0.26% per annum. The initial Class B-2 Pass-Through Rate will be
approximately 8.757% per annum; provided, however, for federal income tax
purposes, the Class B-2 Pass-Through Rate will equal, on any Distribution Date,
a per annum rate equal to the weighted average of (i) the excess of the
Uncertificated Pass- Through Rates of Uncertificated REMIC 2 Regular Interest
MTB2-I over 0.26% per annum, (ii) the excess of the Uncertificated REMIC 2
Regular Interest MTB2-II over 0.26% per annum and (iii) the excess of the
Uncertificated REMIC 2 Regular Interest MTB2-III over 0.26% per annum, weighted
based on their respective Uncertificated Principal Balances.

                  CLASS I-A-1 PASS-THROUGH RATE: With respect to the initial
Interest Accrual Period is 6.785% per annum, and as to any Interest Accrual
Period thereafter, will be a per annum rate equal to LIBOR plus 1.10%, subject
to a maximum rate equal to the weighted average of the Net Mortgage Rates for
the Group I Mortgage Loans minus 0.25% per annum, and subject to a minimum rate
of 1.10% per annum.

                  CLASS I-A-2 NOTIONAL AMOUNT: With respect to any Distribution
Date will equal the Class Principal Balance of the Class I-A-1 Certificates;
provided however, for federal income tax purposes such Notional Amount will
equal the Uncertificated Principal Balance of Uncertificated REMIC 2 Regular
Interest MTA-I.

                  CLASS I-A-2 PASS-THROUGH RATE: With respect to the initial
Interest Accrual Period is 2.9703% per annum, and as to any Interest Accrual
Period thereafter, will be a per annum rate equal to the weighted average of the
Net Mortgage Rates for the Group I Mortgage Loans minus the sum of LIBOR and
1.10%, subject to a maximum rate equal to the weighted average of the Net
Mortgage Rates for the Group I Mortgage Loans minus the sum of (i) the Class
I-A-1 Pass-Through Rate and (ii) 0.25% per annum, and subject to a minimum rate
of 0.00% per annum.

                  CLASS II-A-1 PASS-THROUGH RATE: With respect to any
Distribution Date will equal 6.80% per annum.

                  CLASS III-A-1 PASS-THROUGH RATE: With respect to the initial
Interest Accrual Period is 6.685% per annum, and as to any Interest Accrual
Period thereafter, will be a per annum rate equal to LIBOR plus 1.00%, subject
to a maximum rate equal to 9.00% per annum, and subject to a minimum rate of
1.00% per annum.

                  CLASS III-A-2 NOTIONAL AMOUNT: With respect to any
Distribution Date will equal the Class Principal Balance of the Class III-A-1
Certificates; provided however, for federal income tax purposes such Notional
Amount will equal the Uncertificated Principal Balance of Uncertified REMIC 2
Regular Interest MTA-III.

                  CLASS III-A-2 PASS-THROUGH RATE: With respect to the initial
Interest Accrual Period is 2.315% per annum, and as to any Interest Accrual
Period thereafter, will be a per annum rate equal to 8.00% per annum minus
LIBOR, subject to a maximum rate equal to 8.00%, and subject to a minimum rate
of 0.00% per annum.

                                       10

<PAGE>



                  CLASS INTEREST SHORTFALL: As to any Distribution Date and
Class, the amount by which the amount described in clause (i) of the definition
of Interest Distribution Amount for such Class, exceeds the amount of interest
actually distributed on such Class on such Distribution Date.

                  CLASS II-P DEFERRED AMOUNT: As to any Distribution Date, the
aggregate of the applicable Class II-P Fraction of each Realized Loss, other
than any Excess Loss, to be allocated to the Class II-P Certificates on such
Distribution Date on or prior to the Credit Support Depletion Date or previously
allocated to such Class II-P Certificates and not yet paid to the Holders of
such Class II-P Certificates pursuant to Section 4.02(b).

 . CLASS II-P FRACTION: With respect to any Class II-P Mortgage Loan, a fraction,
the numerator of which is 6.80% minus the Net Mortgage Rate on such Class II-P
Mortgage Loan and the denominator of which is 6.80%.

                  CLASS II-P MORTGAGE LOAN: Any Group II Mortgage Loan with a
Net Mortgage Rate of less than 6.80%.

                  CLASS II-P PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date and the Class II-P Certificates, an amount equal to the
aggregate of, for all Class II-P Mortgage Loans, the product of the applicable
Class II-P Fraction and the sum of (x) the principal portion of the Scheduled
Payments on such Class II-P Mortgage Loan due on the related Due Date and which
were received by the Determination Date, or which have been advanced as part of
an Advance with respect to such Distribution Date, (y) the principal portion
received in respect of such Class II-P Mortgage Loan during the prior calendar
month of (1) Curtailments, (2) Insurance Proceeds, (3) the amount, if any, of
repurchase proceeds received with respect to any such Group II Mortgage Loan
which was repurchased as permitted or required by this Agreement during the
calendar month preceding the month of the Distribution Date, and (4) Liquidation
Proceeds and (z) the principal portion received in respect of such Class II-P
Mortgage Loan during the applicable Prepayment Period of Payoffs.

                  CLASS III-P DEFERRED AMOUNT: As to any Distribution Date, the
aggregate of the applicable Class III-P Fraction of each Realized Loss, other
than any Excess Loss, to be allocated to the Class III-P Certificates on such
Distribution Date on or prior to the Credit Support Depletion Date or previously
allocated to such Class III-P Certificates and not yet paid to the Holders of
such Class III-P Certificates pursuant to Section 4.02(b).

                  CLASS III-P FRACTION: With respect to any Class III-P Mortgage
Loan, a fraction, the numerator of which is 9.04% minus the Net Mortgage Rate on
such Class III-P Mortgage Loan and the denominator of which is 9.04%.

                  CLASS III-P MORTGAGE LOAN: Any Group III Mortgage Loan with a
Net Mortgage Rate of less than 9.04%.

                  CLASS III-P PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date and the Class III-P Certificates, an amount equal to the
aggregate of, for all Class III-P Mortgage Loans, the product of the applicable
Class III-P Fraction and the sum of (x) the principal portion of the

                                       11

<PAGE>



Scheduled Payments on such Class III-P Mortgage Loan due on the related Due Date
and which were received by the Determination Date, or which have been advanced
as part of an Advance with respect to such Distribution Date, (y) the principal
portion received in respect of such Class III-P Mortgage Loan during the prior
calendar month of (1) Curtailments, (2) Insurance Proceeds, (3) the amount, if
any, of repurchase proceeds received with respect to any such Group III Mortgage
Loan which was repurchased as permitted or required by this Agreement during the
calendar month preceding the month of the Distribution Date, and (4) Liquidation
Proceeds and (z) the principal portion received in respect of such Class III-P
Mortgage Loan during the applicable Prepayment Period of Payoffs.

                  CLASS PRINCIPAL BALANCE: With respect to any Class and as to
any date of determination, the aggregate of the Certificate Balances of all
Certificates of such Class as of such date. Exclusively for the purpose of
determining any subrogation rights of the Certificate Insurer arising under
Section 4.07 hereof, "Certificate Balance" of the Insured Certificates shall not
be reduced by the amount of any payments made by the Certificate Insurer in
respect of principal on such Certificates under the related Certificate
Insurance Policy, except to the extent such payment shall have been reimbursed
to the Certificate Insurer pursuant to the provisions of this Agreement.

                  CLASS UNPAID INTEREST AMOUNTS: As to any Distribution Date and
Class of interest- bearing Certificates, the amount by which the aggregate Class
Interest Shortfalls for such Class on prior Distribution Dates exceeds the
amount distributed on such Class on prior Distribution Dates.

                  CLASS X-I NOTIONAL AMOUNT: With respect to any Distribution
Date will equal the product of (i) a fraction expressed as a percentage, the
numerator of which is equal to 0.24% per annum, the denominator of which is
equal to 8.00% and (ii) the Class Principal Balance of the Class I-A-1
Certificates. For federal income tax purposes such Notional Amount will equal
the Uncertificated Principal Balance of Uncertificated REMIC 2 Regular Interest
MTA-I.

                  CLASS X-I PASS-THROUGH RATE: With respect to any Distribution
Date, will equal 8.00% per annum. For federal income tax purposes the Class X-I
Pass-Through Rate will equal 0.21% per annum.

                  CLASS X-II NOTIONAL AMOUNT: With respect to any Distribution
Date will equal the product of (i) a fraction expressed as a percentage, the
numerator of which is equal to the Adjusted Weighted Average Net Mortgage Rate
of the Group II Mortgage Loans minus 6.80%, the denominator of which is equal to
8.00% and (ii) the Class Principal Balance of the Class II-A-1 Certificates. For
federal income tax purposes such Notional Amount will equal the Uncertificated
Principal Balance of Uncertificated REMIC 2 Regular Interest MTA-II.

                  CLASS X-II PASS-THROUGH RATE: With respect to any Distribution
Date will equal 8.00% per annum. For federal income tax purposes the Class X-II
Pass-Through Rate will equal the excess of the Uncertificated Pass-Through Rate
of the Uncertificated REMIC 2 Regular Interest MTA-II over 6.80% per annum.

                  CLASS X-III NOTIONAL AMOUNT: With respect to any Distribution
Date will equal the product of (i) a fraction expressed as a percentage, the
numerator of which is equal to the Adjusted

                                       12

<PAGE>



Weighted Average Net Mortgage Rate of the Group III Mortgage Loans minus 9.04%,
the denominator of which is equal to 9.04% and (ii) the Class Principal Balance
of the Class III-A-1 Certificates. For federal income tax purposes such Notional
Amount will equal the sum of the Uncertificated Principal Balances of
Uncertificated REMIC 2 Regular Interests MTA-III, MTB1-III and MTB2-III.

                  CLASS X-III PASS-THROUGH RATE: With respect to any
Distribution Date, will equal 9.00% per annum. For federal income tax purposes
the Class X-III Pass-Through Rate will equal the excess of the Uncertificated
Pass-Through Rate of the Uncertificated REMIC 2 Regular Interest MTA-III over
9.04%.

                  CLASS XB-1 NOTIONAL AMOUNT: With respect to any Distribution
Date will equal the product of (i) a fraction expressed as a percentage, the
numerator of which is equal to 0.76%, the denominator of which is equal to
8.257% and (ii) the Class Principal Balance of the Class B-1 Certificates. For
federal income tax purposes such Notional Amount will equal the sum of the
Uncertificated Principal Balances of Uncertificated REMIC 2 Regular Interest
MTB1-I, Uncertificated REMIC 2 Regular Interest MTB1-II and Uncertificated REMIC
2 Regular Interest MTB1-III.

                  CLASS XB-1 PASS-THROUGH RATE: With respect to any Distribution
Date will equal 8.257% per annum. For federal income tax purposes, the Class
XB-1 Pass-Through Rate will equal 0.76%.

                  CLASS XB-2 NOTIONAL AMOUNT: With respect to any Distribution
Date will equal the product of (i) a fraction expressed as a percentage, the
numerator of which is equal to 0.26%, the denominator of which is equal to
8.757% and (ii) the Class Principal Balance of the Class B-2 Certificates. For
federal income tax purposes such Notional Amount will equal the sum of the
Uncertificated Principal Balances of Uncertificated REMIC 2 Regular Interest
MTB2-I, Uncertificated REMIC 2 Regular Interest MTB2-II and Uncertificated REMIC
2 Regular Interest MTB2-III.

                  CLASS XB-2 PASS-THROUGH RATE: With respect to any Distribution
Date will equal 8.757% per annum. For federal income tax purposes, the Class
XB-2 Pass-Through Rate will equal 0.26%.

                  CLOSING DATE:  January 30, 2001.

                  CODE: The Internal Revenue Code of 1986, as the same may be
amended from time to time (or any successor statute thereto).

                  COLLECTION ACCOUNTS: The accounts established and maintained
by the Servicer in accordance with Section 3.05.

                  COMBINED LOAN-TO-VALUE RATIO: With respect to any Mortgage
Loan and as to any date of determination, the fraction (expressed as a
percentage) the numerator of which is the sum of (i) principal balance of the
related Mortgage Loan at such date of determination and (ii) the principal

                                       13

<PAGE>



balance of the related First Mortgage Loan as of the date of origination of that
Mortgage Loan and the denominator of which is the Appraised Value of the related
Mortgaged Property.

                  COMPENSATING INTEREST PAYMENT: For any Distribution Date and
for any Loan Group, the lesser of (i) an amount equal to 1/12th of 0.25% times
the aggregate Stated Principal Balance of the Mortgage Loans in that Loan Group
as of the Due Date in the month of such Distribution Date (prior to giving
effect to any Scheduled Payments due on such Mortgage Loans on such Due Date)
and (ii) the aggregate Prepayment Interest Shortfall related to that Loan Group
for the immediately preceding Collection Period.

                  CORPORATE TRUST OFFICE: The designated office of the Trustee
in the State of New York at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at 450 West 33rd Street,
14th Floor, New York, New York 10001, Attention: ITS: CSFB-2001-S3. For purposes
of Section 5.06, however, such term shall mean the office of the Trustee's
agent, Chase Manhattan Trust Company, National Association, located at 1650
Market Street, Suite 5210, Philadelphia, Pennsylvania 19103, or such other
office as the Trustee shall designate.

                  CREDIT SUPPORT DEPLETION DATE: The date on which the aggregate
Class Principal Balance of the Subordinate Certificates has been reduced to
zero.

                  CSFB: Credit Suisse First Boston Corporation, a Delaware
corporation, and its successors and assigns.

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

                  CUSTODIAL AGREEMENT: The agreement, among the Trustee the
Custodian and the Depositor providing for the safekeeping of any documents or
instruments referred to in Section 2.01 on behalf of the Certificateholders,
attached hereto as Exhibit R.

                  CUSTODIAN: Bank One Trust Company, N.A., a national banking
association or any successor custodian appointed pursuant to the terms of the
Custodial Agreement. The Custodian so appointed shall act as agent on behalf of
the Trustee, and shall be compensated by the Depositor. The Trustee shall remain
at all times responsible under the terms of this Agreement, notwithstanding the
fact that certain duties have been assigned to a Custodian.

                  CUT-OFF DATE:  January 1, 2001.

                  CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, the
Stated Principal Balance thereof as of the close of business on the Cut-off
Date.

                  DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding under the
Bankruptcy Code in the Scheduled Payment for

                                       14

<PAGE>



such Mortgage Loan which became final and non-appealable, except such a
reduction resulting from a Deficient Valuation or any reduction that results in
a permanent forgiveness of principal.

                  DEBT SERVICE REDUCTION MORTGAGE LOAN: Any Mortgage Loan that
became the subject of a Debt Service Reduction.

                  DEFECTIVE MORTGAGE LOAN: Any Mortgage Loan which is required
to be repurchased pursuant to Section 2.02 or 2.03.

                  DEFICIENT VALUATION: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding indebtedness under the Mortgage Loan, or
any reduction in the amount of principal to be paid in connection with any
Scheduled Payment that results in a permanent forgiveness of principal, which
valuation or reduction results from an order of such court which is final and
non-appealable in a proceeding under the Bankruptcy Code.

                  DEFINITIVE CERTIFICATES: Any Certificate issued in lieu of a
Book-Entry Certificate pursuant to Section 5.02(e).

                  DELETED MORTGAGE LOAN:  As defined in Section 2.03.

                  DENOMINATION: With respect to each Certificate, the amount set
forth on the face thereof as the "Initial Certificate Balance of this
Certificate" or the "Initial Notional Amount of this Certificate" or, if neither
of the foregoing, the Percentage Interest appearing on the face thereof.

                  DEPOSITOR: DLJ Mortgage Acceptance Corp., a Delaware
corporation, or its successor in interest.

                  DEPOSITORY: The initial Depository shall be The Depository
Trust Company, the nominee of which is CEDE & Co., as the registered Holder of
the Book-Entry Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of
the State of New York.

                  DEPOSITORY 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: As to any Distribution Date and any
Mortgage Loan, the 15th day of each month or, if such day is not a Business Day,
the first Business Day thereafter.

                  DISTRIBUTION DATE: The 25th day of each month or if such day
is not a Business Day, the first Business Day thereafter, commencing in
February, 2001.

                  DLJMC: DLJ Mortgage Capital, Inc., a Delaware corporation, and
its successors and assigns.

                                       15

<PAGE>



                  DUE DATE: With respect to any Distribution Date, the first day
of the month in which the related Distribution Date occurs.

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

                  ELIGIBLE ACCOUNT: Either (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company
acceptable to the Rating Agencies or (ii) an account or accounts the deposits in
which are insured by the FDIC to the limits established by such corporation,
provided that any such deposits not so insured shall be maintained in an account
at a depository institution or trust company whose commercial paper or other
short term debt obligations (or, in the case of a depository institution or
trust company which is the principal subsidiary of a holding company, the
commercial paper or other short term debt obligations of such holding company)
have been rated by each Rating Agency in its highest short-term rating category,
or (iii) a segregated trust account or accounts (which shall be a "special
deposit account") maintained with the Trustee or any other federal or state
chartered depository institution or trust company, acting in its fiduciary
capacity, in a manner acceptable to the Trustee and the Rating Agencies.
Eligible Accounts may bear interest.

                  ELIGIBLE INSTITUTION: An institution having the highest
short-term debt rating, and one of the two highest long-term debt ratings of the
Rating Agencies or the approval of the Rating Agencies.

                  ELIGIBLE INVESTMENTS: Any one or more of the obligations and
securities listed below which investment provides for a date of maturity not
later than the Determination Date in each month:

                  (i) direct obligations of, and obligations fully guaranteed
         by, the United States of America, or any agency or instrumentality of
         the United States of America the obligations of which are backed by the
         full faith and credit of the United States of America; or obligations
         fully guaranteed by, the United States of America; the Federal Home
         Loan Mortgage Corporation, Federal National Mortgage Corporation, the
         Federal Home Loan Banks or any agency or instrumentality of the United
         States of America rated AA or higher by the Rating Agencies;

                  (ii) federal funds, demand and time deposits in, certificates
         of deposits of, or bankers' acceptances issued by, any depository
         institution or trust company incorporated or organized under the laws
         of the United States of America or any state thereof and subject to
         supervision and examination by federal and/or state banking
         authorities, so long as at the time of such investment or contractual
         commitment providing for such investment the commercial paper or other
         short-term debt obligations of such depository institution or trust
         company (or, in the case of a depository institution or trust company
         which is the principal subsidiary of a holding company, the commercial
         paper or other short-term debt obligations of such holding company) are
         rated in one of two of the highest ratings by each of the Rating
         Agencies, and the long-term debt obligations of such depository
         institution or trust company

                                       16

<PAGE>



         (or, in the case of a depository institution or trust company which is
         the principal subsidiary of a holding company, the long-term debt
         obligations of such holding company) are rated in one of two of the
         highest ratings, by each of the Rating Agencies;

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

                  (iv) securities bearing interest or sold at a discount issued
         by any corporation incorporated under the laws of the United States of
         America or any state thereof which has a long-term unsecured debt
         rating in the highest available rating category of each of the Rating
         Agencies at the time of such investment;

                  (v) commercial paper having an original maturity of less than
         365 days and issued by an institution having a short-term unsecured
         debt rating in the highest available rating category of each of the
         Rating Agencies at the time of such investment;

                  (vi) a guaranteed investment contract approved by each of the
         Rating Agencies and issued by an insurance company or other corporation
         having a long-term unsecured debt rating in the highest available
         rating category of each of the Rating Agencies at the time of such
         investment;

                  (vii) money market funds (which may be 12b-1 funds as
         contemplated under the rules promulgated by the Securities and Exchange
         Commission under the Investment Company Act of 1940) having ratings in
         the highest available rating category of Moody's and one of the two
         highest available rating categories of S&P at the time of such
         investment (any such money market funds which provide for demand
         withdrawals being conclusively deemed to satisfy any maturity
         requirements for Eligible Investments set forth herein) including money
         market funds of the Servicer or the Trustee and any such funds that are
         managed by the Servicer or the Trustee or their respective Affiliates
         or for the Servicer or the Trustee or any Affiliate of either acts as
         advisor, as long as such money market funds satisfy the criteria of
         this subparagraph (vii); and

                  (viii) such other investments the investment in which will
         not, as evidenced by a letter from each of the Rating Agencies
         (determined without regard to the Certificate Insurance Policy), result
         in the downgrading or withdrawal of the Ratings of the Certificates.

provided, however, that no such instrument shall be an Eligible Investment if
such instrument evidences either (i) a right to receive only interest payments
with respect to the obligations

                                       17

<PAGE>



underlying such instrument, or (ii) both principal and interest payments derived
from obligations underlying such instrument and the principal and interest
payments with respect to such instrument provide a yield to maturity of greater
than 120% of the yield to maturity at par of such underlying obligations.

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

                  ERISA-RESTRICTED CERTIFICATES: As specified in the Preliminary
Statement.

                  ESCROW ACCOUNT: The separate account or accounts created and
maintained by the Servicer pursuant to Section 3.06.

                  ESCROW PAYMENTS: With respect to any Group II Mortgage Loan,
the amounts constituting ground rents, taxes, mortgage insurance premiums, fire
and hazard insurance premiums, and any other payments required to be escrowed by
the Mortgagor with the mortgagee pursuant to the Mortgage, applicable law or any
other related document.

                  EVENT OF DEFAULT:  As defined in Section 7.01.

                  EXCESS LOSS: The amount of any (i) Fraud Loss realized in
excess of the fraud loss coverage provided by the Pool Insurer, (ii) Special
Hazard Loss on a Mortgage Loan realized in excess of the special hazard loss
coverage provided by the Special Hazard Insurer, (iii) Bankruptcy Loss on a
Mortgage Loan realized in excess of the bankruptcy loss coverage provided by the
Pool Insurer, and (iv) any Extraordinary Loss.

                  EXPENSE FEES: As to each Mortgage Loan, the sum of the related
Servicing Fee, the Loss Mitigation Fee, the Trustee Fee, the Pool Insurer Fee
and the Special Hazard Insurer Fee.

                  EXPENSE FEE RATE: As to each Mortgage Loan, the sum of the
related Servicing Fee Rate, the Loss Mitigation Fee Rate, the Trustee Fee Rate,
the Pool Insurer Fee and the Special Hazard Insurer Fee.

                  EXTRAORDINARY LOSSES: Any Realized Loss incurred on a Mortgage
Loan, to the extent that the loss was attributable to physical damage to a
Mortgaged Property of a type excluded from coverage under the Special Hazard
Insurance Policy, as specified therein under "II. Exclusions."

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

                  FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.

                  FIRST MORTGAGE LOAN: A Mortgage Loan that is secured by a
first lien on the Mortgaged Property securing the related Mortgage Note.

                  FIRREA: The Financial Institutions Reform, Recovery and
Enforcement Act of 1989.

                                       18

<PAGE>



                  FISCAL AGENT:  As defined in the Certificate Insurance Policy.

                  FITCH: Fitch, Inc., or any successor thereto, located at One
State Street Plaza 32nd Floor, New York, NY 10004.

                  FNMA: The Federal National Mortgage Association, a federally
chartered and privately owned corporation organized and existing under the
Federal National Mortgage Association Charter Act, or any successor thereto.

                  FNMA GUIDES: The FNMA Sellers' Guide and the FNMA Servicers'
Guide and all amendments or additions thereto.

                  FRAUD LOAN: A Liquidated Mortgage Loan as to which a Fraud
Loss has occurred.

                  FRAUD LOSSES: Realized Losses on the Mortgage Loans as to
which a loss is sustained by reason of a default arising from fraud, dishonesty
or misrepresentation in connection with the related Mortgage Loan, including a
loss by reason of the denial of coverage under any Insurance Policy because of
such fraud, dishonesty or misrepresentation.

                  GROUP I CERTIFICATES: As specified in the Preliminary
Statement.

                  GROUP I CERTIFICATE INSURANCE POLICY: The irrevocable
Certificate Guaranty Insurance Policy No. 34300, including any endorsements
thereto, issued by the Certificate Insurer with respect to the Group I Insured
Certificates, in the form attached hereto as Exhibit S-1.

                  GROUP I CERTIFICATE INTEREST RATE: For any Distribution Date
will equal the weighted average (by principal balance) of the Net Mortgage Rates
on the Group I Mortgage Loans as of the second preceding Due Date (or with
respect to the initial Distribution Date, as of the Cut-Off Date).
The initial Group I Certificate Interest Rate will be approximately 10.0053% per
annum.

                  GROUP I INSURED CERTIFICATES: The Class I-A-1 and Class I-A-2
Certificates.

                  GROUP I MORTGAGE LOANS: Such of the mortgage loans transferred
and assigned to the Trustee pursuant to the provisions hereof as from time to
time are held as a part of the Trust Fund (including any REO Property), the
mortgage loans so held being identified in the Mortgage Loan Schedule,
notwithstanding foreclosure or other acquisition of title of the related
Mortgaged Property.

                  GROUP II CERTIFICATES: As specified in the Preliminary
Statement.

                  GROUP II MORTGAGE LOANS: Such of the mortgage loans
transferred and assigned to the Trustee pursuant to the provisions hereof as
from time to time are held as a part of the Trust Fund (including any REO
Property), the mortgage loans so held being identified in the Mortgage Loan
Schedule, notwithstanding foreclosure or other acquisition of title of the
related Mortgaged Property.

                  GROUP III CERTIFICATES: As specified in the Preliminary
Statement.

                                       19

<PAGE>



                  GROUP III CERTIFICATE INSURANCE POLICY: The irrevocable
Certificate Guaranty Insurance Policy No. 34301, including any endorsements
thereto, issued by the Certificate Insurer with respect to the Group III Insured
Certificates, in the form attached hereto as Exhibit S-2.

                  GROUP III CERTIFICATE INTEREST RATE: For any Distribution Date
will equal 9.04% per annum.

                  GROUP III INSURED CERTIFICATES: The Class III-A-1 and Class
III-A-2 Certificates.

                  GROUP III MORTGAGE LOANS: Such of the mortgage loans
transferred and assigned to the Trustee pursuant to the provisions hereof as
from time to time are held as a part of the Trust Fund (including any REO
Property), the mortgage loans so held being identified in the Mortgage Loan
Schedule, notwithstanding foreclosure or other acquisition of title of the
related Mortgaged Property.

                  INDIRECT PARTICIPANT: A broker, dealer, bank or other
financial institution or other Person that clears through or maintains a
custodial relationship with a Depository Participant.

                  INITIAL POOL INSURANCE POLICY BANKRUPTCY LOSS COVERAGE AMOUNT:
$100,000.

                  INITIAL POOL INSURANCE POLICY FRAUD LOSS COVERAGE AMOUNT: The
aggregate amount of the initial coverage provided under the Pool Insurance
Policy which is equal to $6,070,287.03.

                  INSURANCE AGREEMENT: That certain insurance agreement, dated
as of the Cut-off Date, among Certificate Insurer, the Depositor, the Trustee,
the Servicer and DLJMC.

                  INSURANCE POLICY: With respect to any Mortgage Loan included
in the Trust Fund, flood insurance policy or title insurance policy, including
all riders and endorsements thereto in effect, including any replacement policy
or policies for any Insurance Policies.

                  INSURANCE PROCEEDS: Proceeds due under the Pool Insurance
Policy or the Special Hazard Insurance Policy, and proceeds paid under any other
Insurance Policy (excluding the Certificate Insurance Policy) covering a
Mortgage Loan to the extent the proceeds are not applied to the restoration of
the related Mortgaged Property or released to the Mortgagor in accordance with
the procedures that the Servicer would follow in servicing mortgage loans held
for its own account.

                  INSURED CERTIFICATES: The Group I Insured Certificates and
Group III Insured Certificates.

                  INSURED PAYMENT: Has the meaning set forth in the related
Certificate Insurance Policy.

                  INTEREST ACCRUAL PERIOD: With respect to each Distribution
Date, (i) with respect to the Class II-A-1, Class X-I, Class X-II, Class X-III,
Class B-1, Class B-2, Class XB-1, Class XB-2 and Class A-R Certificates the
calendar month prior to the month of such Distribution Date, (ii) with respect
to the Class I-A-1, Class I-A-2, Class III-A-1 and Class III-A-2 the one-month
period

                                       20

<PAGE>



commencing on the 25th day of the month preceding the month in which such
Distribution Date occurs and ending on the 24th day of the month in which such
Distribution Date occurs.

                  INTEREST DISTRIBUTION AMOUNT: With respect to any Distribution
Date and interest- bearing Class, the sum of (i) one month's interest accrued
during the related Interest Accrual Period at the applicable Pass-Through Rate
for such Class on the related Class Principal Balance or Notional Amount, as
applicable, subject to reduction pursuant to Section 4.02(d), and (ii) any Class
Unpaid Interest Amounts for such Class.

                  INTEREST TRANSFER AMOUNT: On any Distribution Date for each
Undercollateralized Group, an amount equal to one month's interest on the
applicable Principal Transfer Amount, plus any shortfall of interest on the
Senior Certificates related to such Undercollateralized Group remaining unpaid
from prior Distribution Dates plus any amounts due to the Certificate Insurer.

                  INVESTMENT ACCOUNT: The commingled account (which shall be
commingled only with investment accounts related to series of pass-through
certificates with a Class of certificates which has a rating equal to the
highest of the Ratings of the Certificates) maintained by the Servicer in the
trust department of the Investment Depository pursuant to Section 3.05.

                  INVESTMENT DEPOSITORY: The Chase Manhattan Bank, New York, New
York or another bank or trust company designated from time to time by the
Servicer. The Investment Depository shall at all times be an Eligible
Institution.

                  LAST SCHEDULED DISTRIBUTION DATE: With respect to each Class
of Certificates, the Distribution Date in November 25, 2030.

                  LATE PAYMENT RATE:  As defined in the Insurance Agreement.

                  LATEST POSSIBLE MATURITY DATE: Solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" of all interests created in REMIC 1, REMIC 2 and REMIC 3, which
shall be the Distribution Date in November 25, 2030.

                  LIBOR: For any Interest Accrual Period other than the first
Interest Accrual Period, the rate for United States dollar deposits for one
month which appears on the Dow Jones Telerate Screen Page 3750 as of 11:00 A.M.,
London, England time, on the second LIBOR Business Day prior to the first day of
such Interest Accrual Period. With respect to the first Interest Accrual Period,
the rate for United States dollar deposits for one month which appears on the
Dow Jones Telerate Screen Page 3750 as of 11:00 A.M., London, England time, two
LIBOR Business Days prior to the Closing Date. If such rate does not appear on
such page (or such other page as may replace that page on that service, or if
such service is no longer offered, such other service for displaying LIBOR or
comparable rates as may be reasonably selected by the Trustee after consultation
with the Certificate Insurer), the rate will be the Reference Bank Rate. If no
such quotations can be obtained and no Reference Bank Rate is available, LIBOR
will be the LIBOR applicable to the Interest Accrual Period preceding the next
applicable Distribution Date.

                                       21

<PAGE>



                  LIBOR BUSINESS DAY: Any day other than (i) a Saturday or a
Sunday or (ii) a day on which banking institutions in the State of New York or
in the city of London, England are required or authorized by law to be closed.

                  LIQUIDATED MORTGAGE LOAN: With respect to any Distribution
Date, a defaulted Mortgage Loan (including any REO Property) which was
liquidated in the calendar month preceding the month of such Distribution Date
and as to which the Servicer has determined (in accordance with this Agreement)
that it has received all amounts it expects to receive in connection with the
liquidation of such Mortgage Loan, including the final disposition of the
related REO Property.

                  LIQUIDATION PRINCIPAL: As to any Distribution Date, the
principal portion of Liquidation Proceeds received with respect to each Mortgage
Loan which became a Liquidated Mortgage Loan (but not in excess of the principal
balance thereof) during the preceding calendar month (exclusive of the
applicable Class II-P Fraction or Class III-P Fraction thereof, if applicable).

                  LIQUIDATION PROCEEDS: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property related to a Mortgage Loan and any other proceeds received in
connection with an REO Property, less the sum of related unreimbursed Expense
Fees, Servicing Advances, Advances and reasonable out-of-pocket expenses.

                  LOAN GROUP: Either the Group I Mortgage Loans, Group II
Mortgage Loans or Group III Mortgage Loans, as the context requires.

                  LOAN GROUP I: The group of Mortgage Loans comprised of the
Group I Mortgage Loans.

                  LOAN GROUP II: The group of Mortgage Loans comprised of the
Group II Mortgage Loans.

                  LOAN GROUP III: The group of Mortgage Loans comprised of the
Group III Mortgage Loans.

                  LOSS COVERAGE PERCENTAGE: As of any date of determination, a
percentage equal to the aggregate Class Principal Balance of the Class B
Certificates plus the amount of coverage available under the Pool Insurance
Policy divided by the then outstanding aggregate Stated Principal Balance of the
Mortgage Loans.

                  LOSS MITIGATION ADVISOR: The Murrayhill Company, a Colorado
corporation.

                  LOSS MITIGATION ADVISORY AGREEMENT: The agreement among the
Servicer, the Trustee and the Loss Mitigation Advisor dated as of January 30,
2001.

                  LOSS MITIGATION FEE: As to each Mortgage Loan and any
Distribution Date, an amount equal to one month's interest at the Loss
Mitigation Fee Rate on the Stated Principal Balance

                                       22

<PAGE>



of such Mortgage Loan as of the Due Date in the month of such Distribution Date
(prior to giving effect to any Scheduled Payments due on such Mortgage Loan on
such Due Date).

                  LOSS MITIGATION FEE RATE: 0.015% per annum.

                  MAJORITY IN INTEREST: As to any Class of Regular Certificates,
the Holders of Certificates of such Class evidencing, in the aggregate, at least
51% of the Percentage Interests evidenced by all Certificates of such Class.

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

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

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

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

                  MONTHLY STATEMENT: The statement delivered to the
Certificateholders pursuant to Section 4.06.

                  MORTGAGE: The mortgage, deed of trust or other instrument
creating a second lien on an estate in fee simple or leasehold interest in real
property securing a Mortgage Note.

                  MORTGAGE FILE: The Mortgage documents listed in Section
2.01(b) hereof pertaining to a particular Mortgage Loan and any additional
documents delivered to the Trustee to be added to the Mortgage File pursuant to
this Agreement.

                  MORTGAGE LOANS: All of the Group I Mortgage Loans, Group II
Mortgage Loans and the Group III Mortgage Loans.

                  MORTGAGE LOAN SCHEDULE: The Mortgage Loan Schedule which will
list the Mortgage Loans (as from time to time amended by the Seller to reflect
the addition of Qualified Substitute Mortgage Loans and the purchase of Mortgage
Loans pursuant to Section 2.02 or 2.03) transferred to the Trustee as part of
the Trust Fund and from time to time subject to this Agreement, attached hereto
as Schedule I, setting forth the following information with respect to each
Mortgage Loan:

                  (i) the Mortgage Loan identifying number;

                  (ii) the Mortgagor's name;

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

                                       23

<PAGE>



                  (iv) a code indicating the type of Mortgaged Property and the
         occupancy status.

                  (v) the original months to maturity or the remaining months to
         maturity from the Cut-off Date, in any case based on the original
         amortization schedule and, if different, the maturity expressed in the
         same manner but based on the actual amortization schedule;

                  (vi) the Combined Loan-to-Value Ratio at origination;

                  (vii) the Mortgage Rate as of the Cut-off Date;

                  (viii) the stated maturity date;

                  (ix) the amount of the Scheduled Payment as of the Cut-off
         Date;

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

                  (xi) the principal balance of the Mortgage Loan as of the
         close of business on the Cut-off Date, after deduction of payments of
         principal due on or before the Cut-off Date whether or not collected;

                  (xii) a code indicating the purpose of the Mortgage Loan
         (i.e., purchase, rate and term refinance, equity take-out refinance);

                  (xiii) the Net Mortgage Rate as of the Cut-off Date;

                  (xiv) the Originator of the related Mortgage Loan;

                  (xv) the Servicing Fee Rate; and

                  (xvi) the related sub-servicer.

                  With respect to the Mortgage Loans in the aggregate in each
Loan Group, each Mortgage Loan Schedule shall set forth the following
information, as of the Cut-off Date:

                  (i) the number of Mortgage Loans in each Loan Group;

                  (ii) the current aggregate principal balance of the Mortgage
         Loans in each Loan Group as of the close of business on the Cut-off
         Date, after deduction of payments of principal due on or before the
         Cut-off Date whether or not collected; and

                  (iii) the weighted average Mortgage Rate of the Mortgage Loans
         in each Loan Group.

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

                                       24

<PAGE>



                  MORTGAGE RATE: The annual fixed rate of interest borne by a
Mortgage Note.

                  MORTGAGED PROPERTY: The underlying real property securing a
Mortgage Loan.

                  MORTGAGOR: The obligor(s) on a Mortgage Note.

                  NET INTEREST SHORTFALL: The amount of any interest shortfall
as determined pursuant to Section 4.02(d).

                  NET MORTGAGE RATE: As to each Mortgage Loan, and at any time,
the per annum rate equal to the Mortgage Rate less the related Expense Fee Rate;
provided however, with respect to the Group I Mortgage Loans and Group III
Mortgage Loans, the Net Mortgage Rate shall also be net of the rate at which the
Certificate Insurer Premium accrues except as otherwise provided herein. For
purposes of determining whether any Qualified Substitute Mortgage Loan is a
Class II-P Mortgage Loan and for purposes of calculating the applicable Class
II-P Fraction, if applicable, each Qualified Substitute Mortgage Loan with
respect to a Group II Mortgage Loan shall be deemed to have a Mortgage Rate
equal to the Mortgage Rate of the Group II Mortgage Loan for which it is
substituted. For purposes of determining whether any Qualified Substitute
Mortgage Loan is a Class III-P Mortgage Loan and for purposes of calculating the
applicable Class III-P Fraction, if applicable, each Qualified Substitute
Mortgage Loan with respect to a Group III Mortgage Loan shall be deemed to have
a Mortgage Rate equal to the Mortgage Rate of the Group III Mortgage Loan for
which it is substituted.

                  NET PREPAYMENT INTEREST SHORTFALLS: As to any Distribution
Date and each Loan Group, the amount, if any, by which the aggregate of
Prepayment Interest Shortfalls for that Loan Group during the Prepayment Period
exceeds the Compensating Interest Payment for that Loan Group for such
Distribution Date.

                  NONRECOVERABLE ADVANCE: Any portion of an Advance previously
made or proposed to be made by the Servicer that, in the good faith judgment of
the Servicer, will not be ultimately recoverable by the Servicer from the
related Mortgagor, related Liquidation Proceeds or otherwise.

                  NOTIONAL AMOUNT: Any of the Class I-A-2 Notional Amount, the
Class X-I Notional Amount, the Class X-II Notional Amount, the Class X-III
Notional Amount, the Class III-A-2 Notional Amount, the Class XB-1 Notional
Amount or the Class XB-2 Notional Amount as the context requires.

                  NOTIONAL AMOUNT CERTIFICATES: As specified in the Preliminary
Statement.

                  OFFERED CERTIFICATES: As specified in the Preliminary
Statement.

                  OFFICER'S CERTIFICATE: A certificate signed by the Chairman of
the Board or the Vice Chairman of the Board or the President or a Vice President
or an Assistant Vice President or the Treasurer or the Secretary or one of the
Assistant Treasurers or Assistant Secretaries of the Servicer, and delivered to
the Depositor or the Trustee and the Certificate Insurer, as the case may be, as
required by this Agreement.

                                       25

<PAGE>



                  OPINION OF COUNSEL: A written opinion of counsel, who may be
counsel for the Depositor or the Servicer, including in-house counsel,
reasonably acceptable to the Trustee; PROVIDED, HOWEVER, that with respect to
the interpretation or application of the REMIC Provisions, such counsel must (i)
in fact be independent of the Depositor and the Servicer, (ii) not have any
material direct financial interest in the Depositor or the Servicer or in any
affiliate of either, and (iii) not be connected with the Depositor or the
Servicer as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.

                  OPTIONAL TERMINATION: The termination of the trust created
hereunder in connection with the purchase of the Mortgage Loans pursuant to
Section 9.01.

                  OTS:  The Office of Thrift Supervision.

                  OUTSOURCER:  As defined in Section 3.02.

                  OUTSTANDING: With respect to the Certificates as of any date
of determination, all Certificates theretofore executed and authenticated under
this Agreement except:

        (i) Certificates theretofore canceled by the Trustee or delivered to the
Trustee for cancellation; and

        (ii) Certificates in exchange for which or in lieu of which other
Certificates have been executed and delivered by the Trustee pursuant to this
Agreement.

                  OUTSTANDING MORTGAGE LOAN: As of any Due Date, a Mortgage Loan
with a Stated Principal Balance greater than zero which was not the subject of a
Payoff prior to such Due Date and which did not become a Liquidated Mortgage
Loan prior to such Due Date.

                  OVERCOLLATERALIZED GROUP: Any Loan Group, if on any
Distribution Date such Loan Group is not an Undercollateralized Group and one or
both of the other Loan Groups is an Undercollateralized Group.

                  OWNERSHIP INTEREST: As to any Residual 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.

                  PASS-THROUGH RATE: With respect to the Class II-A-1 and Class
X Certificates, the per annum rate set forth in the Preliminary Statement. With
respect to the Class A-R, Class I-A-1, Class I-A-2, Class III-A-1 and Class
III-A-2 Certificates, the Class A-R Pass-Through Rate, the Class I-A-1
Pass-Through Rate, the Class I-A-2 Pass-Through Rate, the Class III-A-1
Pass-Through Rate and the Class III-A-2 Pass-Through Rate, respectively. With
respect to the Class B-1 Certificates, the Class B-1 Pass-Through Rate and with
respect to the Class B-2 Certificates, the Class B-2 Pass- Through Rate. With
respect to the Class XB-1 Certificates, the Class XB-1 Pass-Through Rate and
with respect to the Class XB-2 Certificates, the Class XB-2 Pass-Through Rate.

                  PAYING AGENT:  As defined in Section 4.07.

                                       26

<PAGE>



                  PAYOFF: Any payment of principal on a Mortgage Loan equal to
the entire outstanding Stated Principal Balance of such Mortgage Loan, if
received in advance of the last scheduled Due Date for such Mortgage Loan and
accompanied by an amount of interest equal to accrued unpaid interest on the
Mortgage Loan to the date of such payment-in-full.

                  PERCENTAGE INTEREST: As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made on the related
Class, such percentage interest being set forth on the face thereof or equal to
the percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same Class.

                  PERMITTED TRANSFEREE: Any person other than (i) the United
States, any State or political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
International Organization or any agency or instrumentality of either of the
foregoing, (iii) an organization (except certain farmers' cooperatives described
in section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the
Code (including the tax imposed by section 511 of the Code on unrelated business
taxable income) on any excess inclusions (as defined in section 860E(c)(1) of
the Code) with respect to any Residual Certificate, (iv) rural electric and
telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) a
Person that is not a United States Person, unless such Person has furnished the
transferor and the Trustee with a duly completed Internal Revenue Service Form
W-8ECI, and (vi) a Person designated as a non-Permitted Transferee by the
Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
Interest in a Residual Certificate to such Person may cause any REMIC created
hereunder to fail to qualify as a REMIC at any time that the Certificates are
outstanding. The terms "United States," "State" and "International Organization"
shall have the meanings set forth in section 7701 of the Code or successor
provisions. A corporation will not be treated as an instrumentality of the
United States or of any State or political subdivision thereof for these
purposes if all of its activities are subject to tax and, with the exception of
the Federal Home Loan Mortgage Corporation, a majority of its board of directors
is not selected by such government unit.

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

                  PHYSICAL CERTIFICATES: As specified in the Preliminary
Statement.

                  POOL INSURANCE POLICY: The mortgage pool insurance policy
provided by the Pool Insurer having an initial amount of coverage equal to
$20,234,290 and including any and all endorsements, a copy of which is attached
hereto, as Exhibit T, or any replacement obtained by the Servicer pursuant to
Section 3.21 hereof.

                  POOL INSURER: Radian Insurance Inc., or any successor thereto
or the named insurer in any replacement policy obtained by the Servicer pursuant
to Section 3.21 hereof.

                  POOL INSURER FEE: The amount payable to the Pool Insurer in
order to obtain coverage provided under the Pool Insurance Policy, such amount
being, as to each Mortgage Loan and any

                                       27

<PAGE>



Distribution Date, an amount equal to one-twelfth of the Pool Insurer Fee Rate
on the Stated Principal Balance of Mortgage Loan.

                  POOL INSURER FEE RATE: With respect to any Mortgage Loan,
1.64% per annum.

                  PREFERENCE AMOUNT: As defined in the Certificate Insurance
Policy.

                  PREMIUM PERCENTAGE: As defined in the Commitment Letter
between Certificate Insurer and CSFB dated as of January 29, 2001.

                  PREPAYMENT INTEREST SHORTFALL: As to any Mortgage Loan,
Distribution Date and Principal Prepayment, the difference between (i) one full
month's interest at the applicable Mortgage Rate (giving effect to any
applicable Relief Act Reduction, Debt Service Reduction and Deficient
Valuation), as reduced by the related Expense Fee Rate, on the outstanding
principal balance of such Mortgage Loan immediately prior to such prepayment and
(ii) the amount of interest actually received with respect to such Mortgage Loan
in connection with such Principal Prepayment.

                  PREPAYMENT PENALTY: With respect to any Mortgage Loan, any
penalty required to be paid if the Mortgagor prepays such Mortgage Loan as
provided in the related Mortgage Note or Mortgage.

                  PREPAYMENT PERIOD: With respect to each Distribution Date and
each Payoff, the related "Prepayment Period" will be the calendar month
preceding the month in which the related Distribution Date occurs. With respect
to each Distribution Date and each Curtailment, the related "Prepayment Period"
will be the calendar month preceding the month in which the related Distribution
Date occurs.

                  PRINCIPAL PAYMENT AMOUNT: For any Distribution Date and
determined separately for each Loan Group, the sum with respect to the related
Mortgage Loans of (i) the principal portion of the Scheduled Payments on such
Mortgage Loans due on the related Due Date, (ii) the principal portion of
repurchase proceeds received with respect to any such Mortgage Loan which was
repurchased as permitted or required by this Agreement during the calendar month
preceding the month of the Distribution Date and (iii) any other unscheduled
payments of principal which were received on such Mortgage Loans during the
related Prepayment Period, other than Payoffs, Curtailments or Liquidation
Principal.

                  PRINCIPAL ONLY CERTIFICATES: As specified in the Preliminary
Statement.

                  PRINCIPAL TRANSFER AMOUNT: For any Distribution Date for each
Undercollateralized Group, the excess, if any, of the aggregate Class Principal
Balance of the Class A Certificates related to such Undercollateralized Group
over the aggregate stated Principal Balance of the Mortgage Loans in such Loan
Group (less, in the case of Loan Group II, the applicable Class II-P Fraction
thereof with respect to any Class II-P Mortgage Loans and, in the case of Loan
Group III, the

                                       28

<PAGE>



applicable Class III-P Fraction thereof with respect to any Class III-P Mortgage
Loans), in each case immediately prior to such Distribution Date.

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

                  PRINCIPAL PREPAYMENT AMOUNT: For any Distribution Date and
each Loan Group, the sum of all Payoffs and Curtailments relating to that Loan
Group which were received during the Prepayment Period.

                  PRO RATA SHARE: As to any Distribution Date and any Class of
Subordinate Certificates, the portion of the Subordinate Principal Distribution
Amount allocable to such Class, equal to the product of the Subordinate
Principal Distribution Amount on such Distribution Date and a fraction, the
numerator of which is the related Class Principal Balance of such Class and the
denominator of which is the aggregate of the Class Principal Balances of the
Subordinate Certificates.

                  PROSPECTUS SUPPLEMENT: The Prospectus Supplement dated January
29, 2001 relating to the Offered Certificates.

                  PUD:  Planned Unit Development.

                  QUALIFIED INSURER: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of business
and each state having jurisdiction over such insurer in connection with the
insurance policy issued by such insurer, duly authorized and licensed in such
states to transact a mortgage guaranty insurance business in such states and to
write the insurance provided by the insurance policy issued by it, approved as a
FNMA- or FHLMC- approved mortgage insurer or having a claims paying ability
rating of at least "AA" or equivalent rating by a nationally recognized
statistical rating organization. Any replacement insurer with respect to a
Mortgage Loan must have at least as high a claims paying ability rating as the
insurer it replaces had on the Closing Date. Any replacement insurer with
respect to the Pool Insurance Policy must be acceptable to the Rating Agencies
as evidenced by written acknowledgment from each Rating Agency that such
replacement will not cause a reduction, withdrawal or cancellation of the
Ratings of the Certificates (determined without regard to the Certificate
Insurance Policy).

                  QUALIFIED SUBSTITUTE MORTGAGE LOAN: A Mortgage Loan
substituted by the Seller for a Deleted Mortgage Loan which must, on the date of
such substitution, as confirmed in a Request for Release, substantially in the
form of Exhibit M (i) have a Stated Principal Balance, after deduction of the
principal portion of the Scheduled Payment due in the month of substitution (or,
in the case of a substitution of more than one mortgage loan for a Deleted
Mortgage Loan, an aggregate principal balance), not in excess of, and not more
than 10% less than the Stated Principal Balance of the Deleted Mortgage Loan;
(ii) be accruing interest at a rate no lower than and not more than 1% per annum
higher than, that of the Deleted Mortgage Loan; (iii) have a Combined
Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have
a remaining term to maturity no greater than (and not more than one year less
than that of) the Deleted Mortgage Loan; and (v) comply with each representation
and warranty set forth in Section 2.03(b).

                                       29

<PAGE>



                  RATING AGENCY: S&P and Fitch. If either such organization or a
successor is no longer in existence, "Rating Agency" shall be such nationally
recognized statistical rating organization, or other comparable Person, as is
designated by the Depositor, notice of which designation shall be given to the
Trustee and the Servicer. References herein to a given rating or rating category
of a Rating Agency shall mean such rating category without giving effect to any
modifiers.

                  RATINGS: As of any date of determination, the ratings, if any,
of the Certificates as assigned by the Rating Agencies (without regard to the
Certificate Insurance Policy).

                  REALIZED LOSS: With respect to each Liquidated Mortgage Loan,
an amount (not less than zero or greater than the Stated Principal Balance of
the Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated
Principal Balance of the Liquidated Mortgage Loan as of the date of such
liquidation, plus (ii) interest at the Net Mortgage Rate from the related Due
Date as to which interest was last paid or advanced (and not reimbursed) to the
related Certificateholders up to the related Due Date in the month in which
Liquidation Proceeds are required to be distributed on the Stated Principal
Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the
Liquidation Proceeds, if any, received during the month in which such
liquidation occurred, to the extent applied as recoveries of interest at the Net
Mortgage Rate and to principal of the Liquidated Mortgage Loan. With respect to
each Mortgage Loan which has become the subject of a Deficient Valuation, if the
principal amount due under the related Mortgage Note has been reduced, 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 and any
Distribution Date, the amount, if any, by which the principal portion of the
related Scheduled Payment has been reduced.

                  RECORD DATE: With respect to any Distribution Date, the close
of business on the last Business Day of the month preceding the month in which
such applicable Distribution Date occurs.

                  REFERENCE BANK RATE: With respect to any Interest Accrual
Period, as follows: the arithmetic mean (rounded upwards, if necessary, to the
nearest one sixteenth of a percent) of the offered rates for United States
dollar deposits for one month which are offered by the Reference Banks as of
11:00 A.M., London, England time, on the second LIBOR Business Day prior to the
first day of such Interest Accrual Period to prime banks in the London interbank
market for a period of one month in amounts approximately equal to the sum of
the Class Principal Balances and the Notional Amounts, as applicable of the
Class I-A-1, Class I-A-2, Class III-A-1 and Class III-A-2 Certificates; PROVIDED
that at least two such Reference Banks provide such rate. If fewer than two
offered rates appear, the Reference Bank Rate will be the arithmetic mean of the
rates quoted by one or more major banks in New York City, selected by the
Trustee, as of 11:00 a.m., New York time, on such date for loans in U.S. Dollars
to leading European Banks for a period of one month in amounts approximately
equal to the aggregate Class Principal Balances and the Notional Amounts, as
applicable of the Class I-A-1, Class I-A-2, Class III-A-1 and Class III-A-2
Certificates. If no such quotations can be obtained, the Reference Bank Rate
shall be LIBOR applicable to the preceding Distribution Date; PROVIDED however,
that if, under the priorities indicated above, LIBOR for a Distribution Date
would be based on LIBOR for the previous Payment Date for the third consecutive

                                       30

<PAGE>



Distribution Date, the Trustee shall select an alternative comparable index over
which the Trustee has no control, used for determining one-month Eurodollar
lending rates that is calculated and published or otherwise made available by an
independent party.

                  REFERENCE BANKS: Barclays Bank PLC, National Westminster Bank
and Abbey National PLC.

                  REGULAR CERTIFICATES: As specified in the Preliminary
Statement.

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

                  RELIEF ACT REDUCTIONS: With respect to any Distribution Date
and any Mortgage Loan as to which there has been a reduction in the amount of
interest collectible thereon for the most recently ended calendar month as a
result of the application of the Relief Act, the amount, if any, by which (i)
interest collectible on such Mortgage Loan for the most recently ended calendar
month is less than (ii) interest accrued thereon for such month pursuant to the
Mortgage Note.

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

                  REMIC 1: The corpus of the trust created hereunder consisting
of (i) the Mortgage Loans and all interest and principal received or receivable
on or with respect thereto as set forth on Section 2.01(a); (ii) the Pool
Insurance Policy; (iii) the Collection Accounts and Certificate Account; (iv)
property which secured a Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure after the Cut-off Date; (v) the
Certificate Insurance Policy; (vi) the Special Hazard Insurance Policy and (vii)
all proceeds of the conversion, voluntary or involuntary, of any of the
foregoing.

                  REMIC 2: The segregated pool of assets consisting of the
Uncertificated REMIC 1 Regular Interests conveyed in trust to the Trustee for
the benefit of the holders of the Uncertificated REMIC 2 Regular Interests and
Class A-R-2 Certificates, with respect to which a separate REMIC election is to
be made.

                  REMIC 3: The segregated pool of assets consisting of the
Uncertificated REMIC 2 Regular Interests conveyed in trust to the Trustee for
the benefit of the holders of the Regular Certificates and Class A-R-3
Certificates, with respect to which a separate REMIC election is to be made.

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

                  REO PROPERTY: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.

                                       31

<PAGE>



                  REPURCHASE PRICE: With respect to any Mortgage Loan required
to be purchased by the Seller pursuant to this Agreement or purchased at the
option of the Servicer pursuant to this Agreement, an amount equal to the sum of
(i) 100% of the unpaid principal balance of the Mortgage Loan on the date of
such purchase, and (ii) accrued unpaid interest thereon at the applicable
Mortgage Rate from the date through which interest was last paid by the
Mortgagor to the Due Date in the month in which the Repurchase Price is to be
distributed to Certificateholders.

                  REQUEST FOR RELEASE: The Request for Release submitted by the
Servicer to the Trustee, substantially in the form of Exhibit M.

                  REQUIRED INSURANCE POLICY: With respect to any Mortgage Loan,
any insurance policy that is required to be maintained from time to time under
this Agreement.

                  RESIDUAL CERTIFICATES: As specified in the Preliminary
Statement.

                  RESPONSIBLE OFFICER: When used with respect to the Trustee,
any Vice President, any Assistant Vice President, any Assistant Secretary, any
Trust Officer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also to whom, with respect to a particular matter, such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Agreement.

                  SAIF: The Savings Association Insurance Fund, or any successor
thereto.

                  S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. For purposes of Section 10.05(b) the address for notices to S&P
shall be Standard & Poor's, 55 Water Street, New York, New York 10004,
Attention: Mortgage Surveillance Monitoring, or such other address as S&P may
hereafter furnish to the Depositor and the Servicer.

                  SCHEDULED PAYMENT: The scheduled monthly payment on a Mortgage
Loan due on any Due Date allocable to principal and/or interest on such Mortgage
Loan which shall give effect to any related Relief Act Reduction, Debt Service
Reduction and any Deficient Valuation that affects the amount of the monthly
payment due on such Mortgage Loan.

                  SECOND MORTGAGE LOAN: A Mortgage Loan that is secured by a
second lien on the Mortgaged Property securing the related Mortgage Note.

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

                  SELLER:  DLJ Mortgage Capital Inc.

                  SENIOR CERTIFICATES: As specified in the Preliminary
Statement.

                  SENIOR LIQUIDATION AMOUNT: As to any Distribution Date and
each Loan Group, the aggregate, for each Mortgage Loan which became a Liquidated
Mortgage Loan during the calendar month preceding the month of such Distribution
Date, of the lesser of (i) the Senior Percentage of

                                       32

<PAGE>



the Stated Principal Balance of such Mortgage Loan (exclusive of the related
Class II-P Fraction and related Class III-P Fraction thereof, if applicable) and
(ii) the Senior Prepayment Percentage of the Liquidation Principal with respect
to such Mortgage Loan.

                  SENIOR PERCENTAGE: As to any Distribution Date and each Loan
Group, the percentage equivalent of a fraction the numerator of which is the
aggregate of the Class Principal Balances of the Classes of the related Senior
Certificates (other than the Class II-PCertificates and Class III-P
Certificates,) immediately prior to such date and the denominator of which is
the aggregate of the Stated Principal Balances of the related Mortgage Loans
(less the Class Principal Balance of the Class II-P Certificates immediately
prior to such Distribution Date with respect to Loan Group II and the Class
Principal Balance of the Class III-P Certificates immediately prior to such
Distribution Date with respect to Loan Group III), as of the Due Date in the
month such Distribution Date; PROVIDED, HOWEVER, in no event will the Senior
Percentage for a Certificate Group exceed 100%.

                  SENIOR PREPAYMENT PERCENTAGE: The Senior Prepayment Percentage
for any Distribution Date and each Loan Group occurring during the five years
beginning on the first Distribution Date will equal 100%. The Senior Prepayment
Percentage for any Distribution Date occurring on or after the fifth anniversary
of the first Distribution Date will be as follows: for any Distribution Date in
the first year thereafter, the Senior Percentage plus 70% of the Subordinate
Percentage for such Distribution Date; for any Distribution Date in the second
year thereafter, the Senior Percentage plus 60% of the Subordinate Percentage
for such Distribution Date; for any Distribution Date in the third year
thereafter, the Senior Percentage plus 40% of the Subordinate Percentage for
such Distribution Date; for any Distribution Date thereafter, the Senior
Percentage plus 20% of the Subordinate Percentage.

                  If for any of the foregoing Distribution Dates the related
Senior Percentage exceeds the initial Senior Percentage, the Senior Prepayment
Percentage for that Distribution Date will once again equal 100%.

                  Notwithstanding the foregoing no decrease in the reduction to
the Senior Prepayment Percentage for the related Senior Certificates as
described above will occur if as of the first Distribution Date as to which any
such decrease applies (i) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more (averaged over the preceding six month period),
as a percentage of the aggregate Class Principal Balance of the Subordinate
Certificates as of such Distribution Date is equal to or greater than 50% or
(ii) cumulative Realized Losses with respect to the Mortgage Loans exceed (a)
with respect to the Distribution Date on the fifth anniversary of the first
Distribution Date, 30% of the total as of the Closing Date of the aggregate
Class Principal Balance of the Class B Certificates plus the Initial Pool
Insurance Policy Coverage Amount (such total, the "Original Coverage Amount"),
(b) with respect to the Distribution Date on the sixth anniversary of the first
Distribution Date, 35% of such Original Coverage Amount, (c) with respect to the
Distribution Date on the seventh anniversary of the first Distribution Date, 40%
of such Original Coverage Amount, (d) with respect to the Distribution Date on
the eighth anniversary of the first Distribution Date, 45% of such Original
Coverage Amount and (e) with respect to the Distribution Date on the ninth
anniversary of the first Distribution Date, 50% of such Original Coverage
Amount.

                                       33

<PAGE>



                  However, any such reduction not permitted on the first
Distribution Date as to which any decrease applies will be permitted on any
subsequent Distribution Date on which the above criteria are not satisfied.

                  SENIOR PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution
Date and each Loan Group, the sum of (i) the Senior Prepayment Percentage of the
Principal Payment Amount (exclusive of the portion thereof attributable to the
related Class II-P Principal Distribution Amount with respect to Loan Group II
and the related Class III-P Principal Distribution Amount with respect to Loan
Group III), (ii) the Senior Prepayment Percentage of the Principal Prepayment
Amount (exclusive of the portion thereof attributable to the related Class II-P
Principal Distribution Amount with respect to Loan Group II and the related
Class III-P Principal Distribution Amount with respect to Loan Group III), and
(iii) the Senior Liquidation Amount.

                  SERVICER: Wilshire Credit Corporation, any successor in
interest or any successor servicer appointed as provided herein.

                  SERVICER EMPLOYEE: As defined in Section 3.18.

                  SERVICING ADVANCE: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in the performance by the Servicer
of its servicing obligations, including, but not limited to, the cost (including
reasonable attorneys' fees and disbursements) of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) any expenses
reimbursable to the Servicer pursuant to Section 3.11 and any enforcement or
judicial proceedings, including foreclosures, and including any expenses
incurred in relation to any such proceedings that result from the Mortgage Loan
being registered on the MERS System (iii) the management and liquidation of any
REO Property (including default management and similar services, appraisal
services and real estate broker services); (iv) any expenses incurred by the
Servicer in connection with obtaining an environmental inspection or review
pursuant to the second paragraph of Section 3.11(a) and (v) compliance with the
obligations under Section 3.09.

                  SERVICING FEE: As to each Mortgage Loan and any Distribution
Date, an amount equal to one month's interest at the Servicing Fee Rate on the
Stated Principal Balance of such Mortgage Loan as of the Due Date in the month
of such Distribution Date (prior to giving effect to any Scheduled Payments due
on such Mortgage Loan on such Due Date), subject to reduction as provided in
Section 3.14.

                  SERVICING FEE RATE: As to each Mortgage Loan, the per annum
rate stated in the Mortgage Loan Schedule.

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

                                       34

<PAGE>



                  SPECIAL HAZARD INSURANCE POLICY: The special hazard insurance
policy, a form of which is attached as Exhibit U to this Agreement, or any
replacement insurance policy obtained by the Servicer pursuant to Section 3.22,
in the total initial amount of $2,024,660.80.

                  SPECIAL HAZARD INSURER: Initially, Travelers Indemnity Company
of Illinois, or any successor thereto or the named insurer in any replacement
policy obtained by the Servicer pursuant to Section 3.22.

                  SPECIAL HAZARD INSURER FEE: The amount payable to the Special
Hazard Insurer in order to obtain coverage provided under the Special Hazard
Insurance Policy, such amount being, as to each Mortgage Loan and any
Distribution Date, an amount equal to one-twelfth of the Special Hazard Insurer
Fee Rate on the Stated Principal Balance of Mortgage Loan.

                  SPECIAL HAZARD INSURER FEE RATE: With respect to any Mortgage
Loan, 0.158% per annum.

                  SPECIAL HAZARD LOSS: Any Realized Loss incurred on a Mortgage
Loan, to the extent that such Realized Loss was on account of direct physical
damage to a Mortgaged Property, but not including any loss caused by or
resulting from a standard hazard insurance policy or a flood insurance policy,
if applicable, and other than any Extraordinary Loss; and any shortfall in
insurance proceeds for partial damage due to the application of the co-insurance
clauses contained in hazard insurance policies.

                  SPECIAL HAZARD MORTGAGE LOAN: A Liquidated Mortgage Loan as to
which a Special Hazard Loss has occurred.

                  STARTUP DAY:  January 30, 2001.

                  STATED PRINCIPAL BALANCE: As to any Mortgage Loan and Due
Date, the unpaid principal balance of such Mortgage Loan as of such Due Date as
specified in the amortization schedule at the time relating thereto (before any
adjustment to such amortization schedule by reason of any moratorium or similar
waiver or grace period) after giving effect to any previous Curtailments and
Liquidation Proceeds allocable to principal (other than with respect to any
Liquidated Mortgage Loan) and to the payment of principal due on such Due Date
and irrespective of any delinquency in payment by the related Mortgagor;
provided, however, for purposes of calculating the Servicing Fee and the Trustee
Fee, the Stated Principal Balance of any REO will be the unpaid principal
balance immediately prior to foreclosure.

                  SUBORDINATE CERTIFICATES: As specified in the Preliminary
Statement.

                  SUBORDINATE COMPONENT BALANCE: For Loan Group I, Loan Group II
or Loan Group III as of any Determination Date will equal the then outstanding
aggregate Stated Principal Balance of the mortgage loans in that Loan Group
(less, with respect to Loan Group II, the applicable Class II-P Fraction of the
Stated Principal Balance of any Class II-P Mortgage Loan and, with respect to
Loan Group III, the applicable Class III-P Fraction of the Stated Principal
Balance of any Class III-P

                                       35

<PAGE>



Mortgage Loan) minus the then outstanding aggregate Class Principal Balance of
the related Class A Certificates and Class R Certificates.

                  SUBORDINATE LIQUIDATION AMOUNT: For any Distribution Date and
each Loan Group, the excess, if any, of the aggregate Liquidation Principal of
all related Mortgage Loans which became Liquidated Mortgage Loans during the
calendar month preceding the month of such Distribution Date over the sum of the
related Senior Liquidation Amount for such Distribution Date.

                  SUBORDINATE PERCENTAGE: As to any Distribution Date and each
Loan Group, 100% minus the related Senior Percentage for such Distribution Date.

                  SUBORDINATE PREPAYMENT PERCENTAGE: As to any Distribution Date
and each Loan Group, 100% minus the related Senior Prepayment Percentage for
such Distribution Date.

                  SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date and the Subordinate Certificates for each Loan Group will
equal (A) the sum of (i) the Subordinate Percentage for the related Loan Group
of the related Principal Payment Amount (exclusive of the portion thereof
attributable to the Class II-P Principal Distribution Amount with respect to
Loan Group II and the portion attributable to the Class III-P Principal
Distribution Amount with respect to Loan Group III), (ii) the Subordinate
Prepayment Percentage for the related Loan Group of the related Principal
Prepayment Amount (exclusive of the portion thereof attributable to the Class
II-P Principal Distribution Amount with respect to Loan Group II and the portion
attributable to the Class III-P Principal Distribution Amount with respect to
Loan Group III), and (iii) the related Subordinate Liquidation Amount less (B)
the Class II-P Deferred Amounts required to be paid to the Class II-P
Certificates on such Distribution Date with respect to Loan Group II and the
Class III-P Deferred Amounts required to be paid to the Class III-P Certificates
on such Distribution Date with respect to Loan Group III.

                  SUBSERVICER: Any Subservicer which is subservicing the
Mortgage Loans pursuant to a Subservicing Agreement. Any subservicer shall meet
the qualifications set forth in Section 3.02.

                  SUBSERVICING AGREEMENT: An agreement between the Servicer and
a Subservicer for the servicing of the Mortgage Loans.

                  SUBSTITUTION ADJUSTMENT AMOUNT:  As defined in Section 2.03.

                  TAX MATTERS PERSON: The person designated as "tax matters
person" in the manner provided under Treasury regulationss.1.860F-4(d) and
temporary Treasury regulation ss. 301.6231(a)(7)-1T. Initially, the Tax Matters
Person shall be the Trustee.

                  TAX MATTERS PERSON CERTIFICATE: The Class A-R-1 Certificate,
Class A-R-2 Certificate and Class A-R-3 Certificate, each with a Denomination of
$0.05.

                  TOTAL TRANSFER AMOUNT: For any Distribution Date and for any
Undercollateralized Group, an amount equal to the sum of the Interest Transfer
Amount and the Principal Transfer Amount for such Undercollateralized Group.

                                       36

<PAGE>



                  TRANSFER: Any direct or indirect transfer or sale of any
Ownership Interest in a Residual Certificate.

                  TRUST FUND:  Collectively, REMIC 1, REMIC 2 and REMIC 3.

                  TRUSTEE: The Chase Manhattan Bank and its successors and, if a
successor trustee is appointed hereunder, such successor.

                  TRUSTEE FEE: As to each Mortgage Loan and any Distribution
Date, an amount equal to one month's interest at the Trustee Fee Rate on the
Stated Principal Balance of such Mortgage Loan as of the Due Date in the month
of such Distribution Date (prior to giving effect to any Scheduled Payments due
on such Mortgage Loan on such Due Date).

                  TRUSTEE FEE RATE: With respect to any Distribution Date, 0.01%
per annum.

                  UNCERTIFICATED PRINCIPAL BALANCE: With respect to each
Uncertificated REMIC 1 Regular Interest on any date of determination, the amount
set forth in the Preliminary Statement hereto minus the sum of (x) the aggregate
of all amounts previously deemed distributed with respect to such interest and
applied to reduce the Uncertificated Principal Balance thereof pursuant to
Section 4.08(a)(ii) and (y) the aggregate of all reductions in Class Principal
Balance deemed to have occurred in connection with Realized Losses that were
previously deemed allocated to the Uncertificated Principal Balance of such
Uncertificated REMIC 1 Regular Interest pursuant to Section 4.08(d).

         With respect to each Uncertificated REMIC 2 Regular Interest (other
than Uncertificated REMIC 2 Regular Interests MTIO1-I, MTIO2-I, MTIO1-III and
MTIO2-III) on any date of determination, the amount set forth in the Preliminary
Statement hereto minus the sum of (x) the aggregate of all amounts previously
deemed distributed with respect to such interest and applied to reduce the
Uncertificated Principal Balance thereof pursuant to Section 4.09(a)(ii) and (y)
the aggregate of all reductions in Class Principal Balance deemed to have
occurred in connection with Realized Losses that were previously deemed
allocated to the Uncertificated Principal Balance of such Uncertificated REMIC 2
Regular Interest pursuant to Section 4.09(d).

                  UNCERTIFICATED REMIC 1 ACCRUED INTEREST: With respect to any
Uncertificated REMIC 1 Regular Interest for any Distribution Date (other than
Uncertificated REMIC I Regular Interest LTPO-II and LTPO-III), one month's
interest at the related Uncertificated Pass-Through Rate for such Distribution
Date, accrued on the Uncertificated Principal Balance immediately prior to such
Distribution Date.

                  UNCERTIFICATED REMIC 2 ACCRUED INTEREST: With respect to any
Uncertificated REMIC 2 Regular Interest for any Distribution Date (other than
Uncertificated REMIC I Regular Interest MTPO-I), one month's interest at the
related Uncertificated Pass-Through Rate for such Distribution Date, accrued on
the Uncertificated Principal Balance or Uncertificated Notional Amount, as
applicable, immediately prior to such Distribution Date.

                                       37

<PAGE>



                  UNCERTIFICATED INTEREST DISTRIBUTION AMOUNT: With respect to
any Distribution Date and any Uncertificated REMIC Regular Interest, the sum of
(i) one month's interest accrued during the related Interest Accrual Period at
the applicable Uncertificated Pass-Through Rate for such Class on the related
Uncertificated Principal Balance or Uncertificated Notional Amount, as
applicable, subject to reduction pursuant to Section 4.02(d), and (ii) any Class
Unpaid Interest Amounts for such Uncertificated REMIC Regular Interest.

                  UNCERTIFICATED PASS-THROUGH RATE:

         (A) With respect to each Uncertificated REMIC 1 Regular Interest and
each Interest Accrual Period as follows:

                  (i)      Uncertificated REMIC 1 Regular Interest LTA-I, a per
                           annum rate equal to the weighted average of the Net
                           Mortgage Rates on the Group I Mortgage Loans;

                  (ii)     Uncertificated REMIC 1 Regular Interest LTB-I, a per
                           annum rate equal to the weighted average of the Net
                           Mortgage Rates on the Group I Mortgage Loans;

                  (iii)    Uncertificated REMIC 1 Regular Interest LTR-I, a per
                           annum rate equal to the weighted average of the Net
                           Mortgage Rates on the Group I Mortgage Loans;

                  (iv)     Uncertificated REMIC 1 Regular Interest LTA-II, 6.80
                           per annum%;

                  (v)      Uncertificated REMIC 1 Regular Interest LTB-II, a per
                           annum rate equal to the weighted average of the Net
                           Mortgage Rates on the Group II Mortgage Loans other
                           than the Class II-P Mortgage Loans;

                  (vi)     Uncertificated REMIC 1 Regular Interest LTPO-II,
                           0.00% per annum;

                  (vii)    Uncertificated REMIC 1 Regular Interest LTA-III,
                           9.04% per annum;

                  (viii)   Uncertificated REMIC 1 Regular Interest LTB-III, a
                           per annum rate equal to the weighted average of the
                           Net Mortgage Rates on the Group III Mortgage Loans
                           other than the Class III-P Mortgage Loans; and

                  (ix)     Uncertificated REMIC 1 Regular Interest LTPO-III,
                           0.00% per annum.

         (B) With respect to each Uncertificated REMIC 2 Regular Interest and
each Interest Accrual Period as follows:

                  (i)      Uncertificated REMIC 2 Regular Interest MTA-I, a per
                           annum rate equal to the weighted average of the Net
                           Mortgage Rates for the Group I Mortgage
                           Loans;

                                       38

<PAGE>



                  (ii)     Uncertificated REMIC 2 Regular Interest MTB1-I, a per
                           annum rate equal to the weighted average of the Net
                           Mortgage Rates for the Group I Mortgage Loans;

                  (iii)    Uncertificated REMIC 2 Regular Interest MTB2-I, a per
                           annum rate equal to the weighted average of the Net
                           Mortgage Rates for the Group I Mortgage Loans;

                  (iv)     Uncertificated REMIC 2 Regular Interest MTR-I, a per
                           annum rate equal to the weighted average of the Net
                           Mortgage Rates on the Group II Mortgage Loans;

                  (v)      Uncertificated REMIC 2 Regular Interest MTA-II, a per
                           annum rate equal to the weighted average of the
                           Uncertificated Pass-Through Rates of Uncertificated
                           REMIC 1 Regular Interest LTA-II and Uncertificated
                           REMIC 1 Regular Interest LTB-II, weighted based on
                           their respective Uncertificated Principal Balances;

                  (vi)     Uncertificated REMIC 2 Regular Interest MTB1-II, a
                           per annum rate equal to the weighted average of the
                           Uncertificated Pass-Through Rates of Uncertificated
                           REMIC 1 Regular Interest LTA-II and Uncertificated
                           REMIC 1 Regular Interest LTB-II, weighted based on
                           their respective Uncertificated Principal Balances;

                  (vii)    Uncertificated REMIC 2 Regular Interest MTB2-II, a
                           per annum rate equal to the weighted average of the
                           Uncertificated Pass-Through Rates of Uncertificated
                           REMIC 1 Regular Interest LTA-II and Uncertificated
                           REMIC 1 Regular Interest LTB-II, weighted based on
                           their respective Uncertificated Principal Balances;

                  (viii)   Uncertificated REMIC 2 Regular Interest MTPO-II,
                           0.00% per annum;

                  (ix)     Uncertificated REMIC 2 Regular Interest MTA-III, a
                           per annum rate equal to the Uncertificated
                           Pass-Through Rates of Uncertificated REMIC 1 Regular
                           Interest LTA-III and Uncertificated REMIC 1 Regular
                           Interest LTB-III, weighted based on their respective
                           Uncertificated Principal Balances;

                  (x)      Uncertificated REMIC 2 Regular Interest MTB1-III, a
                           per annum rate equal to the Uncertificated
                           Pass-Through Rates of Uncertificated REMIC 1 Regular
                           Interest LTA-III and Uncertificated REMIC 1 Regular
                           Interest LTB-III, weighted based on their respective
                           Uncertificated Principal Balances;

                  (xi)     Uncertificated REMIC 2 Regular Interest MTB2-III, a
                           per annum rate equal to the Uncertificated
                           Pass-Through Rates of Uncertificated REMIC 1 Regular
                           Interest LTA-III and Uncertificated REMIC 1 Regular
                           Interest LTB-III, weighted based on their respective
                           Uncertificated Principal Balances; and

                                       39

<PAGE>



                  (xii)    Uncertificated REMIC 2 Regular Interest MTPO-III,
                           0.00% per annum.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTA-I: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTB-I: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTR-I: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTA-II: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTB-II: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTPO-II: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which does not bear interest.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTA-III: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTB-III: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTPO-III: An
uncertificated partial undivided beneficial ownership interest in REMIC 1 having
a principal balance equal to its respective Uncertificated Principal Balance and
which does not bear interest.

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                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTA-I: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTB1-I: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTB2-I: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTR-I: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTA-II: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTB1-II: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTB2-II: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTPO-II: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which does not bear interest.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTA-III: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTB1-III: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its

                                       41

<PAGE>



respective Uncertificated Principal Balance and which bears interest at a rate
equal to its respective Uncertificated Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTB2-III: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which bears interest at a rate equal to its respective Uncertificated
Pass-Through Rate.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTPO-III: An
uncertificated partial undivided beneficial ownership interest in REMIC 2 having
a principal balance equal to its respective Uncertificated Principal Balance and
which does not bear interest.

                  UNCERTIFICATED REGULAR INTERESTS: Collectively, the
Uncertificated REMIC 1 and Uncertificated REMIC 2 Regular Interests.

                  UNCERTIFICATED REMIC 1 REGULAR INTERESTS: Uncertificated REMIC
1 Regular Interests LTA-I, LTB-I, LTR-I, LTA-II, LTB-II, LTPO-II, LTA-III,
LTB-III and LTPO-III.

                  UNCERTIFICATED REMIC 2 REGULAR INTERESTS: Uncertificated REMIC
2 Regular Interests MTA-I, MTB1-I, MTB2-I, MTR-I, MTA-II, MTB1-II, MTB2-II,
MTPO-II, MTA-III, MTB1-III, MTB2-III and MTPO-III.

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTA-I DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest LTA-I for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTB-I DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest LTB-I for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTR-I DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest LTR-I for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTA-II DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest LTA-II for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTB-II DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest LTB-II for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTPO-II DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest LTPO-II for such
Distribution Date pursuant to Section 4.08(a).

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<PAGE>



                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTA-III DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest LTA-III for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTB-III DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest LTB-III for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST LTPO-III DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 1 Regular Interest LTPO-III for such
Distribution Date pursuant to Section 4.08(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTA-I DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MTA-I for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTB1-I DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MTB1-I for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTB2-I DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MTB2-I for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTR-I DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MTR-I for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTA-II DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MTA-II for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTB1-II DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MTB1-II for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTB2-II DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MTB2-II for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTPO-II DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the

                                       43

<PAGE>



Uncertificated REMIC 2 Regular Interest MTPO-II for such Distribution Date
pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTA-III DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MTA-III for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTB1-III DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MTB1-III for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTB2-III DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MTB2-III for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST MTPO-III DISTRIBUTION
AMOUNT: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated REMIC 2 Regular Interest MTPO-III for such
Distribution Date pursuant to Section 4.09(a).

                  UNCERTIFICATED REMIC 1 REGULAR INTEREST DISTRIBUTION AMOUNTS:
The Uncertificated REMIC 1 Regular Interest LTA-I Distribution Amount,
Uncertificated REMIC 1 Regular Interest LTB-I Distribution Amount,
Uncertificated REMIC 1 Regular Interest LTR-I Distribution Amount,
Uncertificated REMIC 1 Regular Interest LTA-II Distribution Amount,
Uncertificated REMIC 1 Regular Interest LTB-II Distribution Amount,
Uncertificated REMIC 1 Regular Interest LTPO-II Distribution Amount,
Uncertificated REMIC 1 Regular Interest LTA-III Distribution Amount,
Uncertificated REMIC 1 Regular Interest LTB-III Distribution Amount and
Uncertificated REMIC 1 Regular Interest LTPO-III Distribution Amount.

                  UNCERTIFICATED REMIC 2 REGULAR INTEREST DISTRIBUTION AMOUNTS:
The Uncertificated REMIC 2 Regular Interest MTA-I Distribution Amount,
Uncertificated REMIC 2 Regular Interest MTB1-I Distribution Amount,
Uncertificated REMIC 2 Regular Interest MTB2-I Distribution Amount, REMIC 2
Regular Interest MTR-I Distribution Amount, Uncertificated REMIC 2 Regular
Interest MTA-II Distribution Amount, Uncertificated REMIC 2 Regular Interest
MTB1-II Distribution Amount, Uncertificated REMIC 2 Regular Interest MTB2-II
Distribution Amount, Uncertificated REMIC 2 Regular Interest MTPO-II
Distribution Amount, Uncertificated REMIC 2 Regular Interest MTA-III
Distribution Amount, Uncertificated REMIC 2 Regular Interest MTB1-III
Distribution Amount, Uncertificated REMIC 2 Regular Interest MTB2-III
Distribution Amount and Uncertificated REMIC 2 Regular Interest MTPO-III.

                  UNDERCOLLATERALIZED GROUP: With respect to any Distribution
Date: Loan Group I will be an Undercollateralized Group if, immediately prior to
such Distribution Date, the Class Principal Balance of the Class I-A-1
Certificates is greater than the aggregate Principal Balance of the Group

                                       44

<PAGE>



I Loans; Loan Group II will be an Undercollateralized Group if, immediately
prior to such Distribution Date, the Class Principal Balance of the Class II-A-1
Certificates is greater than the aggregate Principal Balance of the Group II
Loans (less the applicable Class II-P Fraction thereof with respect to each
Class II-P Mortgage Loan); and Loan Group III will be an Undercollateralized
Group if, immediately prior to such Distribution Date, the Class Principal
Balance of the Class III-A- 1 Certificates is greater than the aggregate
Principal Balance of the Group III Loans (less the applicable Class III-P
Fraction thereof with respect to each Class III-P Mortgage Loan); provided, in
each case, that the sum of the Class Principal Balance related Class A
Certificates has not been reduced to zero.

                  UNITED STATES PERSON: A citizen or resident of the United
States, a corporation or a partnership (including an entity treated as a
corporation or partnership for United States federal income tax purposes)
created or organized in, or under the laws of, the United States or any State
thereof or the District of Columbia (except, in the case of a partnership, to
the extent provided in regulations) provided that, for purposes solely of the
restrictions on the transfer of Class A-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 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 such 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.

                  UNINSURED LOSS: Any loss on the Certificates that results from
a loss on the Mortgage Loans resulting from defaults by the Mortgagors that was
not covered by the Pool Insurance Policy.

                  VOTING RIGHTS: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 0.25% of all Voting Rights shall be allocated to each Class
of Class A-R Certificates (such Voting Rights to be allocated among the holders
of Certificates of each such Class in accordance with their respective
Percentage Interests) (b) 1% of all Voting Rights shall be allocated to each
Class of Notional Amount Certificates (such Voting Rights to be allocated among
the holders of Certificates of each such Class in accordance with their
respective Percentage Interests), and (c) the remaining Voting Rights shall be
allocated among Holders of the remaining Classes of Certificates in proportion
to the Certificate Balances of their respective Certificates on such date. All
voting rights of the Holders of the Insured Certificates shall be allocated to
the Certificate Insurer.

                  SECTION 1.02.  INTEREST CALCULATIONS.

                  Interest on the Class I-A-1, Class I-A-2, Class III-A-1 and
Class III-A-2 Certificates and Uncertified REMIC 1 Regular Interest LTA-I,
Uncertified REMIC 1 Regular Interest
LTA-III,

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<PAGE>



Uncertified REMIC 2 Regular Interest MTA-I and Uncertified REMIC 2 Regular
Interest MTA-III shall be calculated on the basis of a 360-day year and the
actual number of days elapsed. The calculation of the Trustee Fee, the Servicing
Fee, the Pool Insurer Fee, the Special Hazard Insurer Fee, the Loss Mitigation
Fee, the Certificate Insurer Premium and interest on all other Classes of
Certificates and on all other Uncertificated Interests shall be made on the
basis of a 360-day year consisting of twelve 30-day months. All dollar amounts
calculated hereunder shall be rounded to the nearest penny with one-half of one
penny being rounded down.

                                       46

<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

         SECTION 2.01.              Conveyance of Mortgage Loans.

                  (a) The Depositor, concurrently with the execution and
delivery hereof, hereby sells, transfers, assigns, sets over and otherwise
conveys to the Trustee in trust for the benefit of the Certificateholders,
without recourse, all the right, title and interest of the Depositor (which does
not include servicing rights) in and to each Mortgage Loan, including all
interest and principal received or receivable on or with respect to such
Mortgage Loans after the Cut-off Date and all interest and principal payments on
the Mortgage Loans received prior to the Cut-off Date in respect of installments
of interest and principal due thereafter, but not including payments of
principal and interest due and payable on the Mortgage Loans on or before the
Cut-off Date (other than the rights of the Servicer to service the Mortgage
Loans in accordance with this Agreement). In addition, on or prior to the
Closing Date, the Depositor shall (i) cause the Certificate Insurer to deliver
the Certificate Insurance Policy to the Trustee, (ii) cause the Mortgage Pool
Insurer to deliver the Pool Insurance Policy to the Trustee and (iii) cause the
Special Hazard Insurer to deliver the Special Hazard Insurance Policy to the
Trustee.

                  (b) In connection with the transfer and assignment set forth
in clause (a) above, the Depositor has delivered or caused to be delivered to
the Trustee or its designated agent, the Custodian, for the benefit of the
Certificateholders, the documents and instruments with respect to each Mortgage
Loan as assigned:

                  (i) (A) the original Mortgage Note of the Mortgagor in the
         name of the Trustee or endorsed "Pay to the order of ________________
         without recourse" and signed in the name of the last named endorsee by
         an authorized officer, together with all intervening endorsements
         showing a complete chain of endorsements from the originator of the
         related Mortgage Loan to the last endorsee or (B) with respect to any
         Lost Mortgage Note (as such term is defined in the Pooling and
         Servicing Agreement), a lost note affidavit stating that the original
         Mortgage Note was lost or destroyed, together with a copy of such
         Mortgage Note;

                  (ii) the original Mortgage , noting the presence of the MIN of
         the Mortgage Loan and language indicating that the Mortgage Loan is a
         MOM Loan if the Mortgage Loan is a MOM Loan, naming the Trustee as the
         "mortgagee" or "beneficiary" thereof, and bearing on the face thereof
         the address of the Trustee, or, if the Mortgage does not name the
         Trustee as the mortgagee/beneficiary, the Mortgage, together with an
         instrument of assignment assigning the Mortgage, individually or
         together with other Mortgages, to the last assignee and bearing on the
         face thereof the address of the Trustee, and, in either case, bearing
         evidence that such instruments have been recorded in the appropriate
         jurisdiction where the Mortgaged Property is located as determined by
         DLJMC (or, in lieu of the original of the Mortgage or the assignment
         thereof, a duplicate or conformed copy of the Mortgage or the
         instrument of assignment, if any, together with a certificate of
         receipt from the Seller or the settlement agent who handled the closing
         of the Mortgage Loan, certifying that such copy

                                       47

<PAGE>



         or copies represent true and correct copy(ies) of the original(s) and
         that such original(s) have been or are currently submitted to be
         recorded in the appropriate governmental recording office of the
         jurisdiction where the Mortgaged Property is located) or a
         certification or receipt of the recording authority evidencing the
         same;

                  (iii) unless the Mortgage Loan is registered on the MERS(R)
         System, the original Assignment of Mortgage, in blank, which assignment
         appears to be in form and substance acceptable for recording and, in
         the event that the related Seller acquired the Mortgage Loan in a
         merger, the assignment must be by "[Seller], successor by merger to
         [name of predecessor]", and in the event that the Mortgage Loan was
         acquired or originated by the related Seller while doing business under
         another name, the assignment must be by "[Seller], formerly known as
         [previous name];

                  (iv) the original of any intervening assignment of the
         Mortgage not included in (iv) above, including any warehousing
         assignment, with evidence of recording thereon (or, in lieu of the
         original of any such intervening assignment, a duplicate or conformed
         copy of such intervening assignment together with a certificate of
         receipt from the related Seller or the settlement agent who handled the
         closing of the Mortgage Loan, certifying that such copy or copies
         represent true and correct copy(ies) of the original(s) and that such
         original(s) have been or are currently submitted to be recorded in the
         appropriate governmental recording office of the jurisdiction where the
         Mortgaged Property is located) or a certification or receipt of the
         recording authority evidencing the same;

                  (v) an original of any related security agreement (if such
         item is a document separate from the Mortgage) and the originals of any
         intervening assignments thereof showing a complete chain of assignment
         from the originator of the related Mortgage Loan to the last assignee;

                  (vi) an original assignment of any related security agreement
         (if such item is a document separate from the Mortgage) executed by the
         last assignee in blank;

                  (vii) the originals of any assumption, modification, extension
         or guaranty agreement with evidence of recording thereon, if applicable
         (or, in lieu of the original of any such agreement, a duplicate or
         conformed copy of such agreement together with a certificate of receipt
         from the related Seller or the settlement agent who handled the closing
         of the Mortgage Loan, certifying that such copy(ies) represent true and
         correct copy(ies) of the original(s) and that such original(s) have
         been or are currently submitted to be recorded in the appropriate
         governmental recording office of the jurisdiction where the Mortgaged
         Property is located), or a certification or receipt of the recording
         authority evidencing the same;

                  (viii) if the Mortgage Note or Mortgage or any other document
         or instrument relating to the Mortgage Loan has been signed by a person
         on behalf of the Mortgagor, the original power of attorney or other
         instrument that authorized and empowered such person to sign bearing
         evidence that such instrument has been recorded, if so required, in the
         appropriate jurisdiction where the Mortgaged Property is located as
         determined by DLJMC

                                       48

<PAGE>



         (or, in lieu thereof, a duplicate or conformed copy of such instrument,
         together with a certificate of receipt from the related Seller or the
         settlement agent who handled the closing of the Mortgage Loan,
         certifying that such copy(ies) represent true and complete copy(ies)of
         the original(s) and that such original(s) have been or are currently
         submitted to be recorded in the appropriate governmental recording
         office of the jurisdiction where the Mortgaged Property is located) or
         a certification or receipt of the recording authority evidencing the
         same; and

                  (ix) the original primary mortgage insurance certificate, if
         any, or copy of mortgage insurance certificate.

                  In the event the Seller delivers to the Trustee certified
copies of any document or instrument set forth in 2.01(b) because of a delay
caused by the public recording office in returning any recorded document, the
Seller shall deliver to the Trustee, within 60 days of the Closing Date, an
Officer's Certificate which shall (i) identify the recorded document, (ii) state
that the recorded document has not been delivered to the Trustee due solely to a
delay caused by the public recording office, and (iii) state the amount of time
generally required by the applicable recording office to record and return a
document submitted for recordation.

                  In the event that in connection with any Mortgage Loan the
Depositor cannot deliver (a) the original recorded Mortgage, (b) all interim
recorded assignments or (c) the lender's title policy (together with all riders
thereto) satisfying the requirements set forth above, concurrently with the
execution and delivery hereof because such document or documents have not been
returned from the applicable public recording office in the case of clause (a)
or (b) above, or because the title policy has not been delivered to the Seller
or the Depositor by the applicable title insurer in the case of clause (c)
above, the Depositor shall promptly deliver to the Trustee, in the case of
clause (a) or (b) above, such original Mortgage or such interim assignment, as
the case may be, with evidence of recording indicated thereon upon receipt
thereof from the public recording office, or a copy thereof, certified, if
appropriate, by the relevant recording office.

                  As promptly as practicable subsequent to such transfer and
assignment, and in any event, within thirty (30) days thereafter, the Trustee
shall or shall cause the Custodian to (i) affix the Trustee's name to each
Assignment of Mortgage, as the assignee thereof, (ii) cause such assignment to
be in proper form for recording in the appropriate public office for real
property records within thirty (30) days after receipt thereof and (iii) cause
to be delivered for recording in the appropriate public office for real property
records the assignments of the Mortgages to the Trustee, except that, with
respect to any assignment of a Mortgage as to which the Trustee or the Custodian
as applicable has not received the information required to prepare such
assignment in recordable form, the Trustee's obligation to do so and to deliver
the same for such recording shall be as soon as practicable after receipt of
such information and in any event within thirty (30) days after the receipt
thereof, and the Trustee or the Custodian as applicable need not cause to be
recorded (a) any assignment which relates to a Mortgage Loan in any jurisdiction
under the laws of which, as evidenced by an Opinion of Counsel delivered by the
applicable Seller (at such Seller's expense) to the Trustee within 20 days of
the Closing Date, acceptable to the Rating Agencies, the recordation of such
assignment is not necessary to protect the Trustee's and the Certificateholders'
interest in the related Mortgage Loan or (b) if MERS is identified on the
Mortgage or on a properly recorded

                                       49

<PAGE>



assignment of the Mortgage as the mortgagee of record solely as nominee for the
related Seller and its successors and assigns.

         In connection with the assignment of any Mortgage Loan registered on
the MERS(R) System, the Depositor further agrees that it will cause, at the
Depositor's own expense, on or prior to the Closing Date, the MERS(R) System to
indicate that such Mortgage Loans have been assigned by the Depositor to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY THE
FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b) the code
"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field" which
identifies the series of the Certificates issued in connection with such
Mortgage Loans. The Depositor further agrees that it will not, and will not
permit the Servicer to, and the Servicer agrees that it will not, alter the
codes referenced in this paragraph with respect to any Mortgage Loan during the
term of this Agreement unless and until such Mortgage Loan is repurchased in
accordance with the terms of this Agreement.

                  (c) The Trustee is authorized to appoint any bank or trust
company approved by the Depositor as Custodian of the documents or instruments
referred to in this Section 2.01, and to enter into a Custodial Agreement for
such purpose and any documents delivered thereunder shall be delivered to the
Custodian and any Officer's Certificates delivered with respect thereto shall be
delivered to the Trustee and the Custodian.

                  (d) It is the express intent of the parties to this Agreement
that the conveyance of the Mortgage Loans by the Depositor to the Trustee as
provided in this Section 2.01 be, and be construed as, a sale of the Mortgage
Loans by the Depositor to the Trustee. It is, further, not the intention of the
parties to this Agreement 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. However, in the event that, notwithstanding the
intent of the parties to this Agreement, the Mortgage Loans are held to be the
property of the Depositor, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans then (a) 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; (b) the conveyance
provided for in this Section 2.01 shall be deemed to be a grant by the Depositor
to the Trustee for the benefit of the Certificateholders of a security interest
in all of the Depositor's right, title and interest in and to the Mortgage Loans
and all amounts payable to the holders of the Mortgage Loans in accordance with
the terms thereof and all proceeds of the conversion, voluntary or involuntary,
of the foregoing into cash, instruments, securities or other property, including
without limitation all amounts, other than investment earnings, from time to
time held or invested in the Certificate Account, whether in the form of cash,
instruments, securities or other property; (c) the possession by the Trustee or
any Custodian of such items of property and such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "in possession by the secured party" for purposes of perfecting the
security interest pursuant to Section 9-305 of the New York Uniform Commercial
Code; and (d) 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

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<PAGE>



benefit of the Certificateholders for the purpose of perfecting such security
interest under applicable law (except that nothing in this clause (e) shall
cause any person to be deemed to be an agent of the Trustee for any purpose
other than for perfection of such security interests unless, and then only to
the extent, expressly appointed and authorized by the Trustee in writing). The
Depositor and the Trustee, upon directions from the Depositor, 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.

         SECTION 2.02.              Acceptance by the Trustee.

                  The Trustee acknowledges receipt by the Custodian of the
documents identified in the Initial Certification in the form annexed hereto as
Exhibit G and declares that the Custodian on its behalf holds and will hold the
documents delivered to the Custodian constituting the Mortgage Files, and that
it or the Custodian holds or will hold such other assets as are included in the
Trust Fund, in trust for the exclusive use and benefit of all present and future
Certificateholders. The Trustee acknowledges that it will maintain possession
through the Custodian of the Mortgage Notes in the State of Texas, unless
otherwise permitted by the Rating Agencies.

                  The Custodian agrees to execute and deliver on the Closing
Date to the Depositor, the Seller, the Certificate Insurer and the Servicer an
Initial Certification in the form annexed hereto as Exhibit G. Based on its
review and examination, and only as to the documents identified in such Initial
Certification, the Custodian will acknowledge that such documents appear regular
on their face and relate to such Mortgage Loan. Neither the Trustee nor the
Custodian shall be under no duty or obligation to inspect, review or examine
said documents, instruments, certificates or other papers to determine that the
same are genuine, enforceable or appropriate for the represented purpose or that
they have actually been recorded in the real estate records or that they are
other than what they purport to be on their face.

                  Not later than 90 days after the Closing Date, the Custodian
is required to deliver to the Depositor, the Seller, the Certificate Insurer,
the Trustee and the Servicer a Final Certification in the form annexed hereto as
Exhibit H, with any applicable exceptions noted thereon.

                  If, in the course of such review, the Custodian finds any
document constituting a part of a Mortgage File which does not meet the
requirements of Section 2.01, the Custodian will list such as an exception in
the Final Certification; PROVIDED, HOWEVER, that the Trustee or the Custodian
shall not make any determination as to whether (i) any endorsement is sufficient
to transfer all right, title and interest of the party so endorsing, as
noteholder or assignee thereof, in and to that Mortgage Note or (ii) any
assignment is in recordable form or is sufficient to effect the assignment of
and transfer to the assignee thereof under the mortgage to which the assignment
relates.

                  The Seller shall promptly correct or cure such defect within
90 days from the date it was so notified of such defect and, if the Seller does
not correct or cure such defect within such period, the Seller shall either (a)
substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan,
which substitution shall be accomplished in the manner and subject to the
conditions

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<PAGE>



set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee
within 90 days from the date the Seller was notified of such defect in writing
at the Repurchase Price of such Mortgage Loan; PROVIDED, HOWEVER, that in no
event shall such substitution or repurchase occur more than 540 days from the
Closing Date, except that if the substitution or repurchase of a Mortgage Loan
pursuant to this provision is required by reason of a delay in delivery of any
documents by the appropriate recording office, then such substitution or
repurchase shall occur within 720 days from the Closing Date; and FURTHER
PROVIDED, that the Seller shall have no liability for recording any Assignment
of Mortgage in favor of the Trustee or for the Trustee's failure to record such
Assignment of Mortgage, and the Seller shall not be obligated to repurchase or
cure any Mortgage Loan solely as a result of the Trustee's failure to record
such Assignment of Mortgage. The Trustee shall deliver written notice to each
Rating Agency and the Certificate Insurer within 270 days from the Closing Date
indicating each Mortgage Loan (a) the Assignment of Mortgage which has not been
returned by the appropriate recording office or (b) as to which there is a
dispute as to location or status of such Mortgage Loan. Such notice shall be
delivered every 90 days thereafter until the Assignment of Mortgage for the
related Mortgage Loan is returned to the Trustee or the dispute as to location
or status has been resolved. Any such substitution pursuant to (a) above shall
not be effected prior to the delivery to the Trustee of the Opinion of Counsel
required by Section 2.05 hereof, if any, and any substitution pursuant to (a)
above shall not be effected prior to the additional delivery to the Trustee of a
Request for Release substantially in the form of Exhibit M. No substitution is
permitted to be made in any calendar month after the Determination Date for such
month. The Repurchase Price for any such Mortgage Loan shall be deposited by the
Seller in the Certificate Account on or prior to the Business Day immediately
preceding such Distribution Date in the month following the month of repurchase
and, upon receipt of such deposit and certification with respect thereto in the
form of Exhibit M hereto, the Trustee shall release the related Mortgage File to
the Seller and shall execute and deliver at such entity's request such
instruments of transfer or assignment prepared by such entity, in each case
without recourse, as shall be necessary to vest in such entity, or a designee,
the Trustee's interest in any Mortgage Loan released pursuant hereto.
In furtherance of the foregoing, if the Seller is not a member of MERS and
repurchases a Mortgage Loan which is registered on the MERS(R) System, the
Seller, at its own expense and without any right of reimbursement, shall cause
MERS to execute and deliver an assignment of the Mortgage in recordable form to
transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to
be removed from registration on the MERS(R) System in accordance with MERS'
rules and regulations.

                  It is understood and agreed that the obligation of the Seller
to cure, substitute for or to repurchase any Mortgage Loan which does not meet
the requirements of Section 2.01 shall constitute the sole remedy respecting
such defect available to the Trustee, the Depositor and any Certificateholder
against the Seller.

         SECTION 2.03.              Representations and Warranties of the Seller
                                    and Servicer.

                  (a) The Seller hereby makes the representations and warranties
applicable to it set forth in Schedule II hereto, and by this reference
incorporated herein, to the Depositor and the Trustee, as of the Closing Date,
or if so specified therein, as of the Cut-off Date or such other date as may be
specified.

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<PAGE>



                  (b) The Depositor hereby assigns the representations and
warranties set forth in Schedule III as applicable hereto, and by this reference
incorporated herein, to the Trustee, as of the Closing Date, or if so specified
therein, as of the Cut-off Date or such other date as may be specified.

                  (c) Wilshire, in its capacity as the Servicer, will use its
reasonable efforts to become a member of MERS in good standing, and will comply
in all material respects with the rules and procedures of MERS in connection
with the servicing of the Mortgage Loans that are registered with MERS.

                  (d) Upon discovery by any of the parties hereto of a breach of
a representation or warranty made pursuant to Section 2.03(b) that materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan (determined without regard to the Certificate Insurance Policy), the party
discovering such breach shall give prompt notice thereof to the other parties
and to the Certificate Insurer. The Seller hereby covenants that within 90 days
of the earlier of its discovery or its receipt of written notice from any party
of a breach of any representation or warranty made by it pursuant to Section
2.03(b) which materially and adversely affects the interests of the
Certificateholders (determined without regard to the Certificate Insurance
Policy) in any Mortgage Loan sold by the Seller to the Depositor, it shall cure
such breach in all material respects, and if such breach is not so cured, shall,
(i) if such 90-day period expires prior to the second anniversary of the Closing
Date, remove such Mortgage Loan (a "DELETED MORTGAGE LOAN") from the Trust Fund
and substitute in its place a Qualified Substitute Mortgage Loan, in the manner
and subject to the conditions set forth in this Section; or (ii) repurchase the
affected Mortgage Loan from the Trustee at the Repurchase Price in the manner
set forth below; PROVIDED, HOWEVER, that any such substitution pursuant to (i)
above shall not be effected prior to the delivery to the Trustee of the Opinion
of Counsel required by Section 2.05 hereof, if any, and any such substitution
pursuant to (i) above shall not be effected prior to the additional delivery to
the Trustee of a Request for Release substantially in the form of Exhibit M and
the Mortgage File for any such Qualified Substitute Mortgage Loan.
The Seller shall promptly reimburse the Trustee for any actual out-of-pocket
expenses reasonably incurred by the Trustee in respect of enforcing the remedies
for such breach. With respect to any representation and warranties described in
this Section which are made to the best of a Seller's knowledge if it is
discovered by either the Depositor, the Seller or the Trustee that the substance
of such representation and warranty is inaccurate and such inaccuracy materially
and adversely affects the value of the related Mortgage Loan or the interests of
the Certificateholders therein (determined without regard to the Certificate
Insurance Policy), notwithstanding the Seller's lack of knowledge with respect
to the substance of such representation or warranty, such inaccuracy shall be
deemed a breach of the applicable representation or warranty.

                  With respect to any Qualified Substitute Mortgage Loan or
Loans, the Seller shall deliver to the Trustee for the benefit of the
Certificateholders the Mortgage Note, the Mortgage, the related assignment of
the Mortgage, and such other documents and agreements as are required by Section
2.01(b), with the Mortgage Note endorsed and the Mortgage assigned as required
by Section 2.01. No substitution is permitted to be made in any calendar month
after the Determination Date for such month. Scheduled Payments due with respect
to Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Seller on the next succeeding
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the monthly payment due on any Deleted Mortgage
Loan for such month and thereafter

                                       53

<PAGE>



the Seller shall be entitled to retain all amounts received in respect of such
Deleted Mortgage Loan. The Seller shall amend the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or
Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the
Trustee and the Certificate Insurer. Upon such substitution, the Qualified
Substitute Mortgage Loan or Loans shall be subject to the terms of this
Agreement in all respects, and the Seller shall be deemed to have made with
respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the representations and warranties made pursuant to Section
2.03(b) with respect to such Mortgage Loan. Upon any such substitution and the
deposit to the Certificate Account of the amount required to be deposited
therein in connection with such substitution as described in the following
paragraph, the Trustee shall release the Mortgage File held for the benefit of
the Certificateholders relating to such Deleted Mortgage Loan to the Seller and
shall execute and deliver at the Seller's direction such instruments of transfer
or assignment prepared by the Seller, in each case without recourse, as shall be
necessary to vest title in the Seller, or its designee, the Trustee's interest
in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

                  For any month in which the Seller substitutes one or more
Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
Trustee shall determine the amount (if any) by which the aggregate principal
balance of all such Qualified Substitute Mortgage Loans as of the date of
substitution is less than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (after application of the scheduled principal portion of
the monthly payments due in the month of substitution). The amount of such
shortage (the "SUBSTITUTION ADJUSTMENT AMOUNT") plus an amount equal to the
aggregate of any unreimbursed Advances with respect to such Deleted Mortgage
Loans shall be deposited in the Certificate Account by the Seller on or before
the Business Day immediately preceding the Distribution Date in the month
succeeding the calendar month during which the related Mortgage Loan became
required to be repurchased or replaced hereunder.

                  In the event that the Seller shall have repurchased a Mortgage
Loan, the Repurchase Price therefor shall be deposited in the Certificate
Account on or before the Business Day immediately preceding the Distribution
Date in the month following the month during which the Seller became obligated
hereunder to repurchase or replace such Mortgage Loan and upon such deposit of
the Repurchase Price, the delivery of the Opinion of Counsel if required by
Section 2.05 and receipt of a Request for Release in the form of Exhibit M
hereto, the Trustee shall release the related Mortgage File held for the benefit
of the Certificateholders to such Person, and the Trustee shall execute and
deliver at such Person's direction such instruments of transfer or assignment
prepared by such Person, in each case without recourse, as shall be necessary to
transfer title from the Trustee. It is understood and agreed that the obligation
under this Agreement of any Person to cure, repurchase or substitute any
Mortgage Loan as to which a breach has occurred and is continuing shall
constitute the sole remedy against such Persons respecting such breach available
to Certificateholders, the Depositor or the Trustee on their behalf.

                  The representations and warranties made pursuant to this
Section 2.03 shall survive delivery of the respective Mortgage Files to the
Trustee for the benefit of the Certificateholders.

         SECTION 2.04.              Representations and Warranties of the
                                    Depositor as to the Mortgage Loans.

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<PAGE>



                  The Depositor hereby represents and warrants to the Trustee
with respect to the Mortgage Loans that, as of the Closing Date, assuming good
title has been conveyed to the Depositor, the Depositor had good title to the
Mortgage Loans and Mortgage Notes, and did not encumber the Mortgage Loans
during its period of ownership thereof, other than as contemplated by the
Agreement.

                  It is understood and agreed that the representations and
warranties set forth in this Section 2.04 shall survive delivery of the Mortgage
Files to the Trustee.

         SECTION 2.05.              Delivery of Opinion of Counsel in Connection
                                    with Substitutions.

                  Notwithstanding any contrary provision of this Agreement, no
substitution pursuant to Section 2.02 shall be made more than 90 days after the
Closing Date unless the Seller delivers to the Trustee and the Certificate
Insurer an Opinion of Counsel, which Opinion of Counsel shall not be at the
expense of either the Trustee or the Trust Fund, addressed to the Trustee, to
the effect that such substitution will not (i) result in the imposition of the
tax on "prohibited transactions" on the Trust Fund or contributions after the
Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code,
respectively, or (ii) cause any REMIC created hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding.

         SECTION 2.06.              Execution and Delivery of Certificates.

                  The Trustee (or the Custodian) acknowledges receipt of the
items described in Section 2.02 of this Agreement and the documents identified
in the Initial Certification in the form annexed hereto as Exhibit G and,
concurrently with such receipt, has executed and delivered to or upon the order
of the Depositor, the Certificates in authorized denominations evidencing
directly or indirectly the entire ownership of the Trust Fund. The Trustee
agrees to hold the Trust Fund and exercise the rights referred to above for the
benefit of all present and future Holders of the Certificates and to perform the
duties set forth in this Agreement to the best of its ability, to the end that
the interests of the Holders of the Certificates may be adequately and
effectively protected.

         SECTION 2.07.              REMIC Matters.

                  The Preliminary Statement sets forth the designations and
"latest possible maturity date" for federal income tax purposes of all interests
created hereby. The "Startup Day" for purposes of the REMIC Provisions shall be
the Closing Date. The "tax matters person" with respect to each of REMIC 1,
REMIC 2 and REMIC 3 shall be the Trustee and the Trustee shall hold the related
Tax Matters Person Certificate. The fiscal year for each REMIC shall be the
calendar year.

         SECTION 2.08.              Covenants of the Servicer.

                  The Servicer hereby covenants to the Depositor and the Trustee
as follows:

                  (a) The Servicer shall comply in the performance of its
obligations under this Agreement with all reasonable rules and requirements of
the Pool Insurer under the Pool Insurance Policy and of the Special Hazard
Insurer under the Special Hazard Insurance Policy; and

                                       55

<PAGE>



                  (b) No written information, certificate of an officer,
statement furnished in writing or written report delivered to the Depositor, any
affiliate of the Depositor or the Trustee and prepared by the Servicer pursuant
to this Agreement will contain any untrue statement of a material fact.

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<PAGE>





                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

         SECTION 3.01.              Servicer to Service Mortgage Loans.

                  For and on behalf of the Certificateholders, the Servicer
shall service and administer the Mortgage Loans in accordance with the terms of
this Agreement and with Accepted Servicing Practices. Notwithstanding anything
in this Agreement, any Servicing Agreement or any Loss Mitigation Advisory
Agreement to the contrary, the Servicer shall have no duty or obligation to
enforce any Loss Mitigation Advisory Agreement or to supervise, monitor or
oversee the activities of the Loss Mitigation Advisor under its Loss Mitigation
Advisory Agreement with respect to any action taken or not taken by a Servicer
pursuant to a recommendation of the Loss Mitigation Advisor. In connection with
such servicing and administration, the Servicer shall have full power and
authority, acting alone and/or through Subservicers as provided in Section 3.02
hereof, to do or cause to be done any and all things that it may deem necessary
or desirable in connection with such servicing and administration, including but
not limited to, the power and authority, subject to the terms hereof (i) to
execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv)
to effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan; provided that the Servicer shall not take
any action that is inconsistent with or prejudices the interests of the Trust
Fund or the Certificateholders in any Mortgage Loan or the rights and interests
of the Depositor, the Trustee or the Certificateholders under this Agreement.
The Trustee will provide a limited power of attorney to the Servicer, prepared
by the Servicer and reasonably acceptable to the Trustee, to permit the Servicer
to act on behalf of the Trustee under this Agreement. The Servicer hereby
indemnifies the Trustee for all costs and expenses incurred by the Trustee in
connection with the negligent or willful misuse of such power of attorney. The
Servicer shall represent and protect the interests of the Trust Fund in the same
manner as it protects its own interests in mortgage loans in its own portfolio
in any claim, proceeding or litigation regarding a Mortgage Loan. The Servicer
further is hereby authorized and empowered in its own name or in the name of the
Subservicer, when such Servicer or the Subservicer, as the case may be, believes
it is appropriate in its best judgment to register any Mortgage Loan on the
MERS(R) System, or cause the removal from the registration of any Mortgage Loan
on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any expenses incurred in connection with the actions
described in the preceding sentence shall be borne by the Servicer in accordance
with Section 3.14, with no right of reimbursement; provided, that if, as a
result of MERS discontinuing or becoming unable to continue operations in
connection with the MERS(R) System, it becomes necessary to remove any Mortgage
Loan from registration on the MERS(R) System and to arrange for the assignment
of the related

                                       57

<PAGE>



Mortgages to the Trustee, then any related expenses shall be reimbursable to the
related Servicer. Notwithstanding the foregoing, subject to Section 3.05(a), the
Servicers shall not make or permit any modification, waiver or amendment of any
Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed, temporary
or final regulations promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant to Section 3.10 hereof) which would cause
any of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC. Without
limiting the generality of the foregoing, the Servicer, in its own name or in
the name of the Depositor and the Trustee, is hereby authorized and empowered by
the Depositor and the Trustee, when the Servicer believes it appropriate in its
reasonable judgment, to execute and deliver, on behalf of the Trustee, the
Depositor, the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and all
other comparable instruments, with respect to the Mortgage Loans, and with
respect to the Mortgaged Properties held for the benefit of the
Certificateholders. The Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by either or
both of them as are necessary or appropriate to enable the Servicer to service
and administer the Mortgage Loans to the extent that the Servicer is not
permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents and a written request signed by an
authorized officer, the Depositor and/or the Trustee shall execute such
documents and deliver them to the Servicer.

                  In accordance with the standards of the preceding paragraph,
and subject to the terms of the Special Hazard Insurance Policy, the Servicer
shall advance or cause to be advanced funds as necessary for the purpose of
effecting the payment of taxes and assessments on the Mortgaged Properties,
which advances shall be reimbursable in the first instance from related
collections from the Mortgagors pursuant to Section 3.06, and further as
provided in Section 3.08. The costs incurred by the Servicer, if any, in
effecting the timely payments of taxes and assessments on the Mortgaged
Properties and related insurance premiums shall not, for the purpose of
calculating monthly distributions to the Certificateholders, be added to the
Stated Principal Balances of the related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit.

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

                  If the Mortgage relating to a Mortgage Loan had a lien senior
to the Mortgage Loan on the related Mortgaged Property as of the Cut-off Date,
then the Servicer, in such capacity, may consent to the refinancing of the prior
senior lien, provided that the following requirements are met:

                  (i) the resulting Combined Loan-to-Value Ratio of such
         Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior
         to such refinancing; and

                                       58

<PAGE>



                  (ii) the interest rate, or, in the case of an adjustable rate
         existing senior lien, the maximum interest rate, for the loan
         evidencing the refinanced senior lien is no more than 2.0% higher than
         the interest rate or the maximum interest rate, as the case may be, on
         the loan evidencing the existing senior lien immediately prior to the
         date of such refinancing; and

                  (iii) the loan evidencing the refinanced senior lien is not
         subject to negative amortization.

         SECTION 3.02.              Subservicing; Enforcement of the Obligations
                                    of Subservicers.

                  (a) The Mortgage Loans may be subserviced by a Subservicer on
behalf of the related Servicer in accordance with the servicing provisions of
this Agreement, provided that the Subservicer is a FNMA-approved lender or a
FHLMC seller/servicer in good standing. The Servicer may perform any of its
servicing responsibilities hereunder or may cause the Subservicer to perform any
such servicing responsibilities on its behalf, but the use by the Servicer of
the Subservicer shall not release the Servicer from any of its obligations
hereunder and the Servicer shall remain responsible hereunder for all acts and
omissions of the Subservicer as fully as if such acts and omissions were those
of the Servicer. The Servicer shall pay all fees and expenses of any Subservicer
engaged by the Servicer from its own funds.

                  Notwithstanding the foregoing, the Servicer shall be entitled
to outsource one or more separate servicing functions to a Person (each, an
"OUTSOURCER") that does not meet the eligibility requirements for a Subservicer,
so long as such outsourcing does not constitute the delegation of the Servicer's
obligation to perform all or substantially all of the servicing of the related
Mortgage Loans to such Outsourcer. In such event, the use by the Servicer of any
such Outsourcer shall not release the Servicer from any of its obligations
hereunder and the Servicer shall remain responsible hereunder for all acts and
omissions of such Outsourcer as fully as if such acts and omissions were those
of the Servicer, and the Servicer shall pay all fees and expenses of the
Outsourcer from the Servicer's own funds.

                  (b) At the cost and expense of the Servicer, without any right
of reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable
Collection Account, the Servicer shall be entitled to terminate the rights and
responsibilities of its Subservicer and arrange for any servicing
responsibilities to be performed by a successor Subservicer meeting the
requirements set forth in Section 3.02(a), provided, however, that nothing
contained herein shall be deemed to prevent or prohibit the Servicer, at the
Servicer's option, from electing to service the related Mortgage Loans itself.
In the event that the Servicer's responsibilities and duties under this
Agreement are terminated pursuant to Section 7.01, and if requested to do so by
the Trustee, the Servicer shall at its own cost and expense terminate the rights
and responsibilities of its Subservicer as soon as is reasonably possible. The
Servicer shall pay all fees, expenses or penalties necessary in order to
terminate the rights and responsibilities of its Subservicer from the Servicer's
own funds without any right of reimbursement from the Depositor, Trustee, the
Trust Fund, or the applicable Collection Account.

                  (c) Notwithstanding any of the provisions of this Agreement
relating to agreements or arrangements between the Servicer and its Subservicer,
the Servicer and its Outsourcer, or any reference herein to actions taken
through the Subservicer, the Outsourcer, or

                                       59

<PAGE>



otherwise, the Servicer shall not be relieved of its obligations to the
Depositor, Trustee or Certificateholders and shall be obligated to the same
extent and under the same terms and conditions as if it alone were servicing and
administering the related Mortgage Loans. The Servicer shall be entitled to
enter into an agreement with its Subservicer and Outsourcer for indemnification
of the Servicer or Outsourcer, as applicable, by such Subservicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.

                  For purposes of this Agreement, the Servicer shall be deemed
to have received any collections, recoveries or payments with respect to the
related Mortgage Loans that are received by a related Subservicer or Outsourcer,
as applicable, regardless of whether such payments are remitted by the
Subservicer or Outsourcer, as applicable, to the Servicer.

                  Any Subservicing Agreement and any other transactions or
services relating to the Mortgage Loans involving a Subservicer or an Outsourcer
shall be deemed to be between the Subservicer or an Outsourcer, and the Servicer
alone, and the Depositor and the Trustee shall have no obligations, duties or
liabilities with respect to a Subservicer including no obligation, duty or
liability of the Depositor and Trustee or the Trust Fund to pay a Subservicer's
fees and expenses.

         SECTION 3.03.               [Reserved].

         SECTION 3.04.              Trustee to Act as Servicer.

                  In the event that the Servicer shall for any reason no longer
be the Servicer hereunder (including by reason of an Event of Default), the
Trustee or its successor shall thereupon assume all of the rights and
obligations of the Servicer hereunder arising thereafter (except that the
Trustee shall not be (i) liable for losses of the Servicer pursuant to Section
3.09 hereof or any acts or omissions of the related predecessor Servicer
hereunder, (ii) obligated to make Advances if it is prohibited from doing so by
applicable law or (iii) deemed to have made any representations and warranties
of the Servicer hereunder). Any such assumption shall be subject to Section 7.02
hereof.

                  The Servicer shall, upon request of the Trustee, but at the
expense of the Servicer, deliver to the assuming party all documents and records
relating to each Subservicing Agreement or substitute Subservicing Agreement and
the Mortgage Loans then being serviced thereunder and hereunder by the Servicer
and an accounting of amounts collected or held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of the substitute
Subservicing Agreement to the assuming party.

         SECTION 3.05.              Collection of Mortgage Loans; Collection
                                    Accounts; Certificate Account.

                  (a) Continuously from the date hereof until the principal and
interest on all Mortgage Loans have been paid in full or such Mortgage Loans
have become Liquidated Mortgage Loans, the Servicer shall proceed in accordance
with the customary and usual standards of practice of prudent mortgage loan
servicers to collect all payments due under each of the related Mortgage Loans
when the same shall become due and payable to the extent consistent with this
Agreement and shall take special care with respect to Mortgage Loans for which
the Servicer collects escrow

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payments in ascertaining and estimating Escrow Payments and all other charges
that will become due and payable with respect to the Mortgage Loans and the
Mortgaged Properties, to the end that the installments payable by the Mortgagors
will be sufficient to pay such charges as and when they become due and payable.
Consistent with the terms of this Agreement, the Servicer may also waive, modify
or vary any term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any Mortgagor
if in such Servicer's determination such waiver, modification, postponement or
indulgence is not materially adverse to the interests of the Certificateholders
(taking into account any estimated Realized Loss that might result absent such
action); PROVIDED, HOWEVER, that the Servicer may not modify materially or
permit any Subservicer to modify any Mortgage Loan, including without limitation
any modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan
is in default or, in the judgment of the related Servicer, such default is
reasonably foreseeable; and that no such modification shall reduce the interest
rate on a Mortgage Loan below the rate at which the Servicing Fee with respect
to such Mortgage Loan accrues; provided however, no such modification will be
granted without the prior consent of the Pool Insurer if so required in the Pool
Insurance Policy or the Special Hazard Insurer if so required in the Special
Hazard Insurance Policy. In the event of any such arrangement, the related
Servicer shall make Advances on the related Mortgage Loan in accordance with the
provisions of Section 4.01 during the scheduled period in accordance with the
amortization schedule of such Mortgage Loan without modification thereof by
reason of such arrangements. The Servicer shall not be required to institute or
join in litigation with respect to collection of any payment (whether under a
Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that enforcing the provision of the Mortgage or other instrument pursuant to
which such payment is required is prohibited by applicable law.

                  The Servicer shall segregate and hold all funds collected and
received pursuant to a Mortgage Loan separate and apart from any of its own
funds and general assets and shall establish and maintain one or more Collection
Accounts, in the form of time deposit or demand accounts, titled "[Servicer's
name], in trust for the Holders of DLJ Mortgage Acceptance Corp., CSFB Mortgage
Pass-Through Certificates, Series 2001-S3" or, if established and maintained by
a Subservicer on behalf of the Servicer, "[Subservicer's name], in trust for
[Servicer's name]" or "[Subservicer's name], as agent, trustee and/or bailee of
principal and interest custodial account for [Servicer's name], its successors
and assigns, for various owners of interest in [Servicer's name] mortgage-backed
pools. Each Collection Account shall be an Eligible Account acceptable to the
Depositor and Trustee. Any funds deposited in a Collection Account shall at all
times be either invested in Eligible Investments or shall be fully insured to
the full extent permitted under applicable law. Funds deposited in a Collection
Account may be drawn on by the Servicer in accordance with Section 3.08.

                  The Servicer shall deposit in the Collection Account on a
daily basis and retain therein, the following collections remitted by
Subservicers or payments received by the Servicer and payments made by the
Servicer subsequent to the Cut-off Date, other than payments of principal and
interest due on or before the Cut-off Date:

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

                  (ii) all payments on account of interest on the Mortgage Loans
         adjusted to the per annum rate equal to the Mortgage Rate reduced by
         the related Servicing Fee Rate;

                  (iii) all Liquidation Proceeds on the Mortgage Loans;

                  (iv) all Insurance Proceeds on the Mortgage Loans including
         amounts required to be deposited pursuant to Section 3.09 (other than
         proceeds to be held in the Escrow Account and applied to the
         restoration or repair of the Mortgaged Property or released to the
         Mortgagor in accordance with Section 3.09);

                  (v) all Advances made by the Servicer pursuant to Section
         4.01;

                  (vi) with respect to each Principal Prepayment on the Mortgage
         Loans, the Prepayment Interest Shortfall, if any, for the Prepayment
         Period. The aggregate of such deposits shall be made from the
         Servicer's own funds, without reimbursement therefor, up to a maximum
         amount per month equal to the Compensating Interest Payment, if any,
         for the Mortgage Loans and that Distribution Date;

                  (vii) any amounts required to be deposited by the Servicer in
         respect of net monthly income from REO Property pursuant to Section
         3.11; and

                  (viii)   any other amounts required to be deposited hereunder.

                  The foregoing requirements for deposit into each Collection
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, Ancillary Income need not be deposited
by the Servicer into such Collection Account. In addition, notwithstanding the
provisions of this Section 3.05, the Servicer may deduct from amounts received
by it, prior to deposit to the applicable Collection Account, any portion of any
Scheduled Payment representing the applicable Servicing Fee. In the event that
the Servicer shall remit any amount not required to be remitted, it may at any
time withdraw or direct the institution maintaining the related Collection
Account to withdraw such amount from such Collection Account, any provision
herein to the contrary notwithstanding. Such withdrawal or direction may be
accomplished by delivering written notice thereof to the Trustee or such other
institution maintaining such Collection Account which describes the amounts
deposited in error in such Collection Account. The Servicer shall maintain
adequate records with respect to all withdrawals made by it pursuant to this
Section. All funds deposited in a Collection Account shall be held in trust for
the Certificateholders until withdrawn in accordance with Section 3.08.

                  On or prior to the Closing Date, the Trustee shall establish
and maintain, on behalf of the Certificateholders, the Certificate Account. The
Trustee shall, promptly upon receipt, deposit in the Certificate Account and
retain therein the following:

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                  (i) the aggregate amount remitted by the Servicer to the
         Trustee pursuant to Section 3.08(viii);

                  (ii) any amount deposited by the Trustee pursuant to Section
         3.05(e) in connection with any losses on Eligible Investments; and

                  (iii) any other amounts deposited hereunder which are required
         to be deposited in the Certificate Account.

                  In the event that the Servicer shall remit to the Trustee any
amount not required to be remitted, it may at any time direct the Trustee to
withdraw such amount from the Certificate Account, any provision herein to the
contrary notwithstanding. Such direction may be accomplished by delivering an
Officer's Certificate to the Trustee which describes the amounts deposited in
error in the Certificate Account. All funds deposited in the Certificate Account
shall be held by the Trustee in trust for the Certificateholders until disbursed
in accordance with this Agreement or withdrawn in accordance with Section
3.08(b). In no event shall the Trustee incur liability for withdrawals from the
Certificate Account at the direction of the Servicer.

                  Each institution at which a Collection Account or the
Certificate Account is maintained shall either hold such funds on deposit
uninvested or shall invest the funds therein as directed in writing by the
Servicer or the Trustee, respectively, in Eligible Investments, which shall
mature not later than (i) in the case of a Collection Account, the second
Business Day immediately preceding the related Distribution Date and (ii) in the
case of the Certificate Account, the Business Day immediately preceding the
Distribution Date and, in each case, shall not be sold or disposed of prior to
its maturity. All income and gain net of any losses realized from any such
balances or investment of funds on deposit in a Collection Account shall be for
the benefit of the Servicer as servicing compensation and shall be remitted to
it monthly as provided herein. The amount of any realized losses in a Collection
Account incurred in any such account in respect of any such investments shall
promptly be deposited by the Servicer in the related Collection Account. The
Trustee in its fiduciary capacity shall not be liable for the amount of any loss
incurred in respect of any investment or lack of investment of funds held in a
Collection Account and made in accordance with this Section 3.05. All income and
gain net of any losses realized from any such investment of funds on deposit in
the Certificate Account shall be for the benefit of the Trustee as compensation
and shall be remitted to it monthly as provided herein. The amount of any
realized losses in the Certificate Account incurred in any such account in
respect of any such investments shall promptly be deposited by the Trustee in
the Certificate Account.

                  The Servicer shall give notice to the Trustee, the Seller,
each Rating Agency, the Certificate Insurer and the Depositor of any proposed
change of the location of the related Collection Account prior to any change
thereof. The Trustee shall give notice to the Servicer, the Seller, each Rating
Agency, the Certificate Insurer and the Depositor of any proposed change of the
location of the Certificate Account prior to any change thereof.

         SECTION 3.06.              Establishment of and Deposits to Escrow
                                    Accounts; Permitted Withdrawals from Escrow
                                    Accounts; Payments of Taxes, Insurance and
                                    Other Charges.

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                  To the extent required by the related Mortgage Note and not
violative of current law, the applicable Servicer shall segregate and hold all
funds collected and received pursuant to a Mortgage Loan constituting Escrow
Payments separate and apart from any of its own funds and general assets and
shall establish and maintain one or more Escrow Accounts, in the form of time
deposit or demand accounts, titled, "DLJ Mortgage Acceptance Corp., CSFB
Mortgage Pass- Through Certificates, Series 2001-S3" or, if established and
maintained by a Subservicer on behalf of the Servicer, "[Subservicer's name], in
trust for [Servicer's name]" or "[Subservicer's name], as agent, trustee and/or
bailee of taxes and insurance custodial account for [Servicer's name], its
successors and assigns, for various owners of interest in [Servicer's name]
mortgage-backed pools. The Escrow Accounts shall be Eligible Accounts. Funds
deposited in the Escrow Account may be drawn on by the related Servicer in
accordance with Section 3.06(d). The creation of any Escrow Account shall be
evidenced by a certification in the form of Exhibit P-1 hereto, in the case of
an account established with the Servicer, or by a letter agreement in the form
of Exhibit P-2 hereto, in the case of an account held by a depository other than
the Servicer. A copy of such certification shall be furnished to the Depositor
and Trustee.

                  (a) The Servicer shall deposit in its Escrow Account or
Accounts on a daily basis within one Business Day of receipt and retain therein:

                  (i) all Escrow Payments collected on account of the related
         Mortgage Loans, for the purpose of effecting timely payment of any such
         items as required under the terms of this Agreement; and

                  (ii) all amounts representing Insurance Proceeds which are to
         be applied to the restoration or repair of any Mortgaged Property.

                  The Servicer shall make withdrawals from the Escrow Account
only to effect such payments as are required under this Agreement, as set forth
in Section 3.06(d). The Servicer shall be entitled to retain any interest paid
on funds deposited in the related Escrow Account by the depository institution,
other than interest on escrowed funds required by law to be paid to the
Mortgagor. To the extent required by law, the applicable Servicer shall pay
interest on escrowed funds to the Mortgagor notwithstanding that the Escrow
Account may be non-interest bearing or that interest paid thereon is
insufficient for such purposes.

                  (b) Withdrawals from the Escrow Account or Accounts may be
made by the related Servicer only:

                  (i) to effect timely payments of ground rents, taxes,
         assessments, water rates, mortgage insurance premiums, condominium
         charges, fire and hazard insurance premiums or other items constituting
         Escrow Payments for the related Mortgage;

                  (ii) to reimburse the Servicer for any Servicing Advances made
         by the Servicer pursuant to Section 3.06(e) with respect to a related
         Mortgage Loan, but only from amounts received on the related Mortgage
         Loan which represent late collections of Escrow Payments thereunder;

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                  (iii) to refund to any Mortgagor any funds found to be in
         excess of the amounts required under the terms of the related Mortgage
         Loan;

                  (iv) for transfer to the related Collection Account to reduce
         the principal balance of the related Mortgage Loan in accordance with
         the terms of the related Mortgage and Mortgage Note;

                  (v) for application to restore or repair of the related
         Mortgaged Property in accordance with the procedures outlined in
         Section 3.09(e);

                  (vi) to pay to the Servicer, or any Mortgagor to the extent
         required by law, any interest paid on the funds deposited in such
         Escrow Account; and

                  (vii) to clear and terminate such Escrow Account on the
         termination of this Agreement.

         SECTION 3.07. Access to Certain Documentation and Information Regarding
the Mortgage Loans; Inspections.

                  (a) The Servicer shall afford the Depositor and the Trustee
reasonable access to all records and documentation regarding the Mortgage Loans
and all accounts, insurance information and other matters relating to this
Agreement, such access being afforded without charge, but only upon reasonable
request and during normal business hours at the office designated by the
Servicer.

                  (b) The Servicer shall inspect the Mortgaged Properties as
often as deemed necessary by the Servicer in the Servicer's sole discretion, to
assure itself that the value of such Mortgaged Property is being preserved. In
addition, if any Mortgage Loan is more than 60 days delinquent, the Servicer
shall conduct subsequent inspections in accordance with Accepted Servicing
Practices or as may be required by the primary mortgage guaranty insurer. The
Servicer shall keep a written or electronic report of each such inspection.

         SECTION 3.08.              Permitted Withdrawals from the Collection
                                    Accounts and Certificate Account.

                  The Servicer may from time to time make withdrawals from the
related Collection Account for the following purposes:

                  (i) to pay to the Servicer (to the extent not previously
         retained by the Servicer) the servicing compensation to which it is
         entitled pursuant to Section 3.14, and to pay to the Servicer, as
         additional servicing compensation, earnings on or investment income
         with respect to funds in or credited to such Collection Account;

                  (ii) to reimburse the Servicer for unreimbursed Advances made
         by it, such right of reimbursement pursuant to this subclause (ii)
         being limited to amounts received on the Mortgage Loan(s) in respect of
         which any such Advance was made (including without

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         limitation, late recoveries of payments, Liquidation Proceeds and
         Insurance Proceeds to the extent received by the Servicer);

                  (iii) to reimburse the Servicer for any Nonrecoverable Advance
         previously made;

                  (iv) to reimburse the Servicer for (A) unreimbursed Servicing
         Advances, the Servicer's right to reimbursement pursuant to this clause
         (A) with respect to any Mortgage Loan being limited to amounts received
         on such Mortgage Loan which represent late payments of principal and/or
         interest (including, without limitation, Liquidation Proceeds and
         Insurance Proceeds with respect to such Mortgage Loan) respecting which
         any such advance was made and (B) for unpaid Servicing Fees as provided
         in Section 3.11 hereof;

                  (v) to pay to the purchaser, with respect to each Mortgage
         Loan or property acquired in respect thereof that has been purchased
         pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon
         after the date of such purchase;

                  (vi) to reimburse the Servicer or the Depositor for expenses
         incurred by any of them and reimbursable pursuant to Section 6.03
         hereof;

                  (vii) to withdraw any amount deposited in such Collection
         Account and not required to be deposited therein;

                  (viii) on or prior to the Business Day immediately preceding
         each Distribution Date, to withdraw an amount equal to the Available
         Funds plus any related Expense Fees (other than the Servicing Fee) for
         such Distribution Date, subject to the collection of funds included in
         the definition of "Available Funds" and remit such amount to the
         Trustee for deposit in the Certificate Account; and

                  (ix) to clear and terminate such Collection Account upon
         termination of this Agreement pursuant to Section 9.01 hereof.

                  The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan basis for the purpose of justifying any withdrawal from the
Collection Account pursuant to such subclauses (i), (ii), (iv) and (v). Prior to
making any withdrawal from a Collection Account pursuant to subclause (iii), the
Servicer shall deliver to the Trustee a certificate of a Servicing Officer
indicating the amount of any previous Advance determined by the Servicer to be a
Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their
respective portions of such Nonrecoverable Advance.

                  The Trustee shall withdraw funds from the Certificate Account
for distributions to Certificateholders, the Loss Mitigation Advisor, the Pool
Insurer, the Special Hazard Insurer and the Certificate Insurer, if applicable,
in the manner specified in this Agreement (and to withhold from the amounts so
withdrawn, the amount of any taxes that it is authorized to withhold pursuant to
the last paragraph of Section 8.11). In addition, the Trustee may from time to
time make withdrawals from the Certificate Account for the following purposes:

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                  (i) to pay to itself the Trustee Fee and any investment income
         earned for the related Distribution Date;

                  (ii) to withdraw and return to the Servicer for deposit to the
         Collection Account any amount deposited in the Certificate Account and
         not required to be deposited therein; and

                  (iii) to clear and terminate the Certificate Account upon
         termination of this Agreement pursuant to Section 9.01 hereof.

         SECTION 3.09.              Maintenance of Hazard Insurance and Mortgage
                                    Impairment Insurance; Claims; Restoration of
                                    Mortgaged Property.

                  The Servicer shall obtain and maintain a blanket policy
insuring against losses arising from fire and hazards covered under extended
coverage on all of the related Mortgage Loans, which policy shall provide
coverage in an amount equal to the amount at least equal to the lesser of (i)
the maximum insurable value of the improvements securing such Mortgage Loan and
(ii) the greater of (A) the outstanding principal balance of the Mortgage Loan
and (B) an amount such that the proceeds of such policy shall be sufficient to
prevent the Mortgagor and/or the mortgagee from becoming co-insurer. Any amounts
collected by a Servicer under any such policy relating to a Mortgage Loan shall
be deposited in the related Collection Account subject to withdrawal pursuant to
Section 3.08. Such policy may contain a deductible clause, in which case, in the
event that there shall not have been maintained on the related Mortgaged
Property a standard hazard insurance policy, and there shall have been a loss
which would have been covered by such policy, the related Servicer shall deposit
in the related Collection Account at the time of such loss the amount not
otherwise payable under the blanket policy because of such deductible clause,
such amount to be deposited from such Servicer's funds, without reimbursement
therefor. Upon request of the Trustee, a Servicer shall cause to be delivered to
the Trustee a certified true copy of such policy and a statement from the
insurer thereunder that such policy shall in no event be terminated or
materially modified without 30 days' prior written notice to the Trustee. In
connection with its activities as Servicer of the Mortgage Loans, the Servicer
agrees to present, on behalf of itself, the Depositor, and the Trustee for the
benefit of the Certificateholders, claims under any such blanket policy.

                  Pursuant to Section 3.05, any amounts collected by the
Servicer under any such policies (other than amounts to be deposited in the
related Escrow Account and applied to the restoration or repair of the related
Mortgaged Property, or property acquired in liquidation of the Mortgage Loan, or
to be released to the Mortgagor, in accordance with the Servicer's normal
servicing procedures) shall be deposited in the related Collection Account
(subject to withdrawal pursuant to Section 3.08).

                  The Servicer need not obtain the approval of the Trustee prior
to releasing any Insurance Proceeds to the Mortgagor to be applied to the
restoration or repair of the Mortgaged Property if such release is in accordance
with Accepted Servicing Practices. At a minimum, each Servicer shall comply with
the following conditions in connection with any such release of Insurance
Proceeds:

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                  (i) the Servicer shall receive satisfactory independent
         verification of completion of repairs and issuance of any required
         approvals with respect thereto;

                  (ii) the Servicer shall take all steps necessary to preserve
         the priority of the lien of the Mortgage, including, but not limited to
         requiring waivers with respect to mechanics' and materialmen's liens;
         and

                  (iii) pending repairs or restoration, the Servicer shall place
         the Insurance Proceeds in the related Escrow Account.

                  If the Trustee is named as an additional loss payee, the
Servicer is hereby empowered to endorse any loss draft issued in respect of such
a claim in the name of the Trustee.

         SECTION 3.10.              Enforcement of Due-on-Sale Clauses;
                                    Assumption Agreements.

                  The Servicer shall use its best efforts to enforce any
"due-on-sale" provision contained in any related Mortgage or Mortgage Note and
to deny assumption by the person to whom the Mortgaged Property has been or is
about to be sold whether by absolute conveyance or by contract of sale, and
whether or not the Mortgagor remains liable on the Mortgage and the Mortgage
Note. When the Mortgaged Property has been conveyed by the Mortgagor, the
related Servicer shall, to the extent it has knowledge of such conveyance,
exercise its rights to accelerate the maturity of such Mortgage Loan under the
"due-on-sale" clause applicable thereto, provided, however, that the Servicer
shall not exercise such rights if prohibited by law from doing so or if the
exercise of such rights would impair or threaten to impair any recovery under
the related Primary Insurance Policy, if any.

                  If the Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, the Servicer shall with the
prior written consent of the Pool Insurer enter into (i) an assumption and
modification agreement with the person to whom such property has been conveyed,
pursuant to which such person becomes liable under the Mortgage Note and the
original Mortgagor remains liable thereon or (ii) in the event the Servicer is
unable under applicable law to require that the original Mortgagor remain liable
under the Mortgage Note and the Servicer has the prior consent of the primary
mortgage guaranty insurer, a substitution of liability agreement with the
purchaser of the Mortgaged Property pursuant to which the original Mortgagor is
released from liability and the purchaser of the Mortgaged Property is
substituted as Mortgagor and becomes liable under the Mortgage Note.
Notwithstanding the foregoing, the Servicer shall not be deemed to be in default
under this Section by reason of any transfer or assumption which the Servicer
reasonably believes it is restricted by law from preventing, for any reason
whatsoever. In connection with any such assumption, no material term of the
Mortgage Note, including without limitation, the Mortgage Rate borne by the
related Mortgage Note, the term of the Mortgage Loan or the outstanding
principal amount of the Mortgage Loan shall be changed.

                  To the extent that any Mortgage Loan is assumable, the related
Servicer shall inquire diligently into the creditworthiness of the proposed
transferee, and shall use the underwriting criteria for approving the credit of
the proposed transferee which are used by FNMA with respect to underwriting
mortgage loans of the same type as the Mortgage Loans. If the credit of the
proposed

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transferee does not meet such underwriting criteria, the related Servicer
diligently shall, to the extent permitted by the Mortgage or the Mortgage Note
and by applicable law, accelerate the maturity of the Mortgage Loan.

                  Subject to the Servicer's duty to enforce any due-on-sale
clause to the extent set forth in this Section 3.10, in any case in which a
Mortgaged Property has been conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption agreement or modification agreement or supplement
to the Mortgage Note or Mortgage that requires the signature of the Trustee, or
if an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the Mortgage Loan, the Servicer shall prepare and
deliver or cause to be prepared and delivered to the Trustee for signature and
shall direct, in writing, the Trustee to execute the assumption agreement with
the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In connection with any such assumption, no material term of the Mortgage Note
may be changed. Together with each such substitution, assumption or other
agreement or instrument delivered to the Trustee for execution by it, the
related Servicer shall deliver an Officer's Certificate signed by a Servicing
Officer stating that the requirements of this Section 3.10 have been met in
connection therewith.
 The
Servicer shall notify the Trustee that any such substitution or assumption
agreement has been completed by forwarding to the Trustee the original of such
substitution or assumption agreement, which in the case of the original 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. Any fee collected by the Servicer for
entering into an assumption or substitution of liability agreement will be
retained by the Servicer as additional servicing compensation.

         SECTION 3.11.              Realization Upon Defaulted Mortgage Loans;
                                    Repurchase of Certain Mortgage Loans.

                  (a) The Servicer shall use reasonable efforts to foreclose
upon or otherwise comparably convert the ownership of properties securing such
of the related Mortgage Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of delinquent
payments. With respect to such of the Mortgage Loans as come into and continue
in default, the Servicer will decide whether to (i) foreclose upon the Mortgaged
Properties securing such Mortgage Loans, (ii) write off the unpaid principal
balance of the Mortgage Loans as bad debt, (iii) take a deed in lieu of
foreclosure, (iv) accept a short sale (a payoff of the Mortgage Loan for an
amount less than the total amount contractually owed in order to facilitate a
sale of the Mortgaged Property by the Mortgagor) or permit a short refinancing
(a payoff of the Mortgage Loan for an amount less than the total amount
contractually owed in order to facilitate refinancing transactions by the
Mortgagor not involving a sale of the Mortgaged Property), (v) arrange for a
repayment plan, or (vi) agree to a modification in accordance with this
Agreement. In connection with such decision, the Servicer shall take such action
as (i) the Servicer would take under similar circumstances with respect to a
similar mortgage loan held for its own account for investment, (ii) shall be
consistent with Accepted Servicing Practices, (iii) the Servicer shall determine
consistently with Accepted Servicing Practices to be in the best interest of the
Trustee and Certificateholders, and

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(iv) is consistent with the requirements of the insurer under any Required
Insurance Policy, the Pool Insurer under the Pool Insurance Policy and the
Special Hazard Insurer under the Special Hazard Pool Insurance Policy; PROVIDED,
HOWEVER, that the Servicer shall not be required to expend its own funds in
connection with any foreclosure or towards the restoration of any property
unless it shall determine (i) that such restoration and/or foreclosure will
increase the proceeds of liquidation of the related Mortgage Loan after
reimbursement to itself of such expenses and (ii) that such expenses will be
recoverable to it through Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the related Collection Account). The
related Servicer shall be responsible for all other costs and expenses incurred
by it in any such proceedings; PROVIDED, HOWEVER, that it shall be entitled to
reimbursement thereof from the liquidation proceeds with respect to the related
Mortgaged Property, as provided in the definition of Liquidation Proceeds and as
provided in Section 3.08(iv)(A).

                  Notwithstanding anything to the contrary contained in this
Agreement, in connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the related Servicer has reasonable cause to believe
that a Mortgaged Property is contaminated by hazardous or toxic substances or
wastes, or if the Trustee otherwise requests, an environmental inspection or
review of such Mortgaged Property conducted by a qualified inspector shall be
arranged for by the Servicer. Upon completion of the inspection, the related
Servicer shall promptly provide the Trustee with a written report of
environmental inspection.

                  In the event the environmental inspection report indicates
that the Mortgaged Property is contaminated by hazardous or toxic substances or
wastes, the related Servicer shall not proceed with foreclosure or acceptance of
a deed in lieu of foreclosure if the estimated costs of the environmental clean
up, as estimated in the environmental inspection report, together with the
Servicing Advances made by the Servicer and the estimated costs of foreclosure
or acceptance of a deed in lieu of foreclosure exceeds the estimated value of
the Mortgaged Property. If however, the aggregate of such clean up and
foreclosure costs and Servicing Advances are less than or equal to the estimated
value of the Mortgaged Property, then the related Servicer may, in its
reasonable judgment and in accordance with Accepted Servicing Practices, choose
to proceed with foreclosure or acceptance of a deed in lieu of foreclosure and
the Servicer shall be reimbursed for all reasonable costs associated with such
foreclosure or acceptance of a deed in lieu of foreclosure and any related
environmental clean up costs, as applicable, from the related Liquidation
Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse the
Servicer, the Servicer shall be entitled to be reimbursed from amounts in the
related Collection Account pursuant to Section 3.08 hereof.
In the event the related Servicer does not proceed with foreclosure or
acceptance of a deed in lieu of foreclosure pursuant to the first sentence of
this paragraph, the Servicer shall be reimbursed for all Servicing Advances made
with respect to the related Mortgaged Property from the related Collection
Account pursuant to Section 3.08 hereof, and the Servicer shall have no further
obligation to service such Mortgage Loan under the provisions of this Agreement.

                  (b) With respect to any REO Property, the deed or certificate
of sale shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The related Servicer shall
ensure that the title to such REO Property references this Agreement and the
Trustee's capacity hereunder. Pursuant

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to its efforts to sell such REO Property, the related Servicer shall in
accordance with Accepted Servicing Practices manage, conserve, protect and
operate each REO Property for the purpose of its prompt disposition and sale.
The related Servicer, either itself or through an agent selected by the
Servicer, shall manage, conserve, protect and operate the REO Property in the
same manner that it manages, conserves, protects and operates other foreclosed
property for its own account, and in the same manner that similar property in
the same locality as the REO Property is managed. The Servicer shall furnish to
the Trustee on or before each Distribution Date a statement with respect to any
REO Property covering the operation of such REO Property for the previous
calendar month and the Servicer's efforts in connection with the sale of such
REO Property and any rental of such REO Property incidental to the sale thereof
for the previous calendar month. That statement shall be accompanied by such
other information as the Trustee shall reasonably request and which is necessary
to enable the Trustee to comply with the reporting requirements of the REMIC
Provisions. The net monthly rental income, if any, from such REO Property shall
be deposited in the related Collection Account no later than the close of
business on each Determination Date. The related Servicer shall perform the tax
reporting and withholding required by Sections 1445 and 6050J of the Code with
respect to foreclosures and abandonments, the tax reporting required by Section
6050H of the Code with respect to the receipt of mortgage interest from
individuals and any tax reporting required by Section 6050P of the Code with
respect to the cancellation of indebtedness by certain financial entities, by
preparing such tax and information returns as may be required, in the form
required, and delivering the same to the Trustee for filing.

                  To the extent consistent with Accepted Servicing Practices,
the Servicer shall also maintain on each REO Property fire and hazard insurance
with extended coverage in amount which is equal to the outstanding principal
balance of the related Mortgage Loan (as reduced by any amount applied as a
reduction of principal at the time of acquisition of the REO Property),
liability insurance and, to the extent required and available under the Flood
Disaster Protection Act of 1973, as amended, flood insurance in the amount
required above.

                  (c) In the event that the Trust Fund acquires any Mortgaged
Property as aforesaid or otherwise in connection with a default or imminent
default on a Mortgage Loan, the related Servicer shall dispose of such Mortgaged
Property prior to three years after the end of the calendar year of its
acquisition by the Trust Fund unless (i) the Trustee shall have been supplied
with an Opinion of Counsel to the effect that the holding by the Trust Fund of
such Mortgaged Property subsequent to such three-year period will not result in
the imposition of taxes on "prohibited transactions" of any REMIC hereunder as
defined in section 860F of the Code or cause any REMIC hereunder to fail to
qualify as a REMIC at any time that any Certificates are outstanding, in which
case the Trust Fund may continue to hold such Mortgaged Property (subject to any
conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer
shall have applied for, prior to the expiration of such three-year period, an
extension of such three-year period in the manner contemplated by Section
856(e)(3) of the Code, in which case the three-year period shall be extended by
the applicable extension period. Notwithstanding any other provision of this
Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used for the production of income
by or on behalf of the Trust Fund in such a manner or pursuant to any terms that
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of section 860G(a)(8) of the Code or (ii) subject
any REMIC hereunder to the imposition of any federal, state or local income
taxes on the income earned

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from such Mortgaged Property under Section 860G(c) of the Code or otherwise,
unless the related Servicer has agreed to indemnify and hold harmless the Trust
Fund with respect to the imposition of any such taxes.

                  In the event of a default on a Mortgage Loan one or more of
whose obligor is not a United States Person, as that term is defined in Section
7701(a)(30) of the Code, in connection with any foreclosure or acquisition of a
deed in lieu of foreclosure (together, "FORECLOSURE") in respect of such
Mortgage Loan, the related Servicer will cause compliance with the provisions of
Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary
to assure that no withholding tax obligation arises with respect to the proceeds
of such foreclosure except to the extent, if any, that proceeds of such
foreclosure are required to be remitted to the obligors on the Mortgage Loan.

                  (d) The decision of the Servicer to foreclose on a defaulted
Mortgage Loan shall be subject to a determination by the Servicer that the
proceeds of such foreclosure would exceed the costs and expenses of bringing
such a proceeding. The income earned from the management of any REO Properties,
net of reimbursement to the Servicer for expenses incurred (including any
property or other taxes) in connection with such management and net of
applicable accrued and unpaid Servicing Fees, and unreimbursed Advances and
Servicing Advances, shall be applied to the payment of principal of and interest
on the related defaulted Mortgage Loans (with interest accruing as though such
Mortgage Loans were still current) and all such income shall be deemed, for all
purposes in this Agreement, to be payments on account of principal and interest
on the related Mortgage Notes and shall be deposited into the related Collection
Account. To the extent the net income received during any calendar month is in
excess of the amount attributable to amortizing principal and accrued interest
at the related Mortgage Rate on the related Mortgage Loan for such calendar
month, such excess shall be considered to be a partial prepayment of principal
of the related Mortgage Loan.

                  (e) The proceeds from any liquidation of a Mortgage Loan, as
well as any income from an REO Property, will be applied in the following order
of priority: first, to reimburse the related Servicer for any related
unreimbursed Servicing Advances and Servicing Fees; second, to reimburse the
Servicer for any unreimbursed Advances; third, to reimburse the related
Collection Account for any Nonrecoverable Advances (or portions thereof) that
were previously withdrawn by the Servicer pursuant to Section 3.08(iii) that
related to such Mortgage Loan; fourth, to accrued and unpaid interest (to the
extent no Advance has been made for such amount or any such Advance has been
reimbursed) on the Mortgage Loan or related REO Property, at the per annum rate
equal to the related Mortgage Rate reduced by the related Servicing Fee Rate, to
the Due Date occurring in the month in which such amounts are required to be
distributed; and fifth, as a recovery of principal of the Mortgage Loan. Excess
Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be
retained by the related Servicer as additional servicing compensation pursuant
to Section 3.14.

                  (f) The Servicer, at its option, may (but is not obligated to)
repurchase from the Trust Fund, (a) any related Mortgage Loan that is delinquent
in payment by three or more Scheduled Payments or (b) any related Mortgage Loan
with respect to which there has been initiated legal action or other proceedings
for the foreclosure of the related Mortgaged Property either judicially

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or non-judicially. If it elects to make any such repurchase, the related
Servicer shall repurchase such Mortgage Loan with its own funds at a price equal
to the Repurchase Price for such Mortgage Loan.

         SECTION 3.12.              Trustee to Cooperate; Release of Mortgage
                                    Files.

                  Upon the payment in full of any Mortgage Loan, or the receipt
by the Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Servicer will immediately notify the
Trustee (or the Custodian, as the case may be) by delivering, or causing to be
delivered a "Request for Release" substantially in the form of Exhibit M. Upon
receipt of such request, the Trustee (or the Custodian, as the case may be)
shall within three Business Days release the related Mortgage File to the
related Servicer, and the Trustee shall within three Business Days of the
Servicer's direction execute and deliver to the Servicer the request for
reconveyance, deed of reconveyance or release or satisfaction of mortgage or
such instrument releasing the lien of the Mortgage in each case provided by the
Servicer, together with the Mortgage Note with written evidence of cancellation
thereon. The related Servicer is authorized to cause the removal from the
registration on the MERS(R) System of such Mortgage, if applicable, and to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of satisfaction or cancellation or of partial
or full release. The Servicer is authorized to cause the removal from the
registration on the MERS System of such Mortgage and to execute and deliver, on
behalf of the Trustee and the Certificateholders or any of them, any and all
instruments of satisfaction or cancellation or of partial or full release.
Expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the related Mortgagor to the extent
permitted by law and otherwise shall constitute a Servicing Advance. From time
to time and as shall be appropriate for the servicing or foreclosure of any
Mortgage Loan, including for such purpose, collection under any policy of flood
insurance, any fidelity bond or errors or omissions policy, or for the purposes
of effecting a partial release of any Mortgaged Property from the lien of the
Mortgage or the making of any corrections to the Mortgage Note or the Mortgage
or any of the other documents included in the Mortgage File, the Trustee shall,
within three Business Days of delivery to the Trustee (or the Custodian, as the
case may be) of a Request for Release in the form of Exhibit M signed by a
Servicing Officer, release the Mortgage File to the Servicer. Subject to the
further limitations set forth below, the related Servicer shall cause the
Mortgage File or documents so released to be returned to the Trustee (or the
Custodian, as the case may be) when the need therefor by the Servicer no longer
exists, unless the Mortgage Loan is liquidated and the proceeds thereof are
deposited in the related Collection Account, in which case the Servicer shall
deliver to the Trustee (or the Custodian, as the case may be) a Request for
Release in the form of Exhibit M, signed by a Servicing Officer.

                  If the Servicer at any time seeks to initiate a foreclosure
proceeding in respect of any Mortgaged Property as authorized by this Agreement,
the Servicer shall deliver or cause to be delivered to the Trustee, for
signature, as appropriate, any court pleadings, requests for trustee's sale or
other documents necessary to effectuate such foreclosure or any legal action
brought to obtain judgment against the Mortgagor on the Mortgage Note or the
Mortgage or to obtain a deficiency judgment or to enforce any other remedies or
rights provided by the Mortgage Note or the Mortgage or otherwise available at
law or in equity.

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         SECTION 3.13.              Documents, Records and Funds in Possession
                                    of the Servicer to be Held for the Trustee.

                  Notwithstanding any other provisions of this Agreement, the
Servicer shall transmit to the Trustee as required by this Agreement all
documents and instruments in respect of a Mortgage Loan coming into the
possession of the related Servicer from time to time required to be delivered to
the Trustee pursuant to the terms hereof and shall account fully to the Trustee
for any funds received by the Servicer or which otherwise are collected by the
Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan. All Mortgage Files and funds collected or held by, or under the
control of, the Servicer in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds,
including but not limited to, any funds on deposit in a Collection Account,
shall be held by the related Servicer for and on behalf of the Trustee and shall
be and remain the sole and exclusive property of the Trustee, subject to the
applicable provisions of this Agreement. The Servicer also agrees that it shall
not create, incur or subject any Mortgage File or any funds that are deposited
in the related Collection Account, Certificate Account or any related Escrow
Account, or any funds that otherwise are or may become due or payable to the
Trustee for the benefit of the Certificateholders, to any claim, lien, security
interest, judgment, levy, writ of attachment or other encumbrance, or assert by
legal action or otherwise any claim or right of setoff against any Mortgage File
or any funds collected on, or in connection with, a Mortgage Loan, except,
however, that the Servicer shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Servicer
under this Agreement.

         SECTION 3.14.              Servicing Fee.

                  As compensation for its services hereunder, the Servicer shall
be entitled to withdraw from the Collection Account or to retain from interest
payments on the related Mortgage Loans the amount of its Servicing Fee for each
Mortgage Loan, less any amounts in respect of its Servicing Fee payable by the
Servicer pursuant to Section 3.05(vi). The Servicing Fee is limited to, and
payable solely from, the interest portion of such Scheduled Payments collected
by the related Servicer or as otherwise provided in Section 3.08.

                  Additional servicing compensation in the form of Ancillary
Income shall be retained by the Servicer. The Servicer shall be required to pay
all expenses incurred by it in connection with its servicing activities
hereunder (including the payment of any expenses incurred in connection with any
Subservicing Agreement entered into pursuant to Section 3.02) and shall not be
entitled to reimbursement thereof except as specifically provided for in this
Agreement.

         SECTION 3.15.              Access to Certain Documentation.

                  The Servicer shall provide to the OTS and the FDIC and to
comparable regulatory authorities supervising Holders of Subordinate
Certificates and the examiners and supervisory agents of the OTS, the FDIC and
such other authorities, access to the documentation regarding the related
Mortgage Loans required by applicable regulations of the OTS and the FDIC. Such
access shall be afforded without charge, but only upon reasonable and prior
written request and during normal business hours at the offices designated by
the Servicer. Nothing in this Section shall limit the

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obligation of the Servicer to observe any applicable law prohibiting disclosure
of information regarding the Mortgagors and the failure of the Servicer to
provide access as provided in this Section as a result of such obligation shall
not constitute a breach of this Section. Nothing in this Section 3.15 shall
require the Servicer to collect, create, collate or otherwise generate any
information that it does not generate in its usual course of business.

         SECTION 3.16.              Annual Statement as to Compliance.

                  The Servicer shall deliver to the Depositor, the Certificate
Insurer, the Rating Agencies and the Trustee on or before 120 days after the end
of the Servicer's fiscal year, commencing after its 2000 fiscal year, an
Officer's Certificate stating, as to the signer thereof, that (i) a review of
the activities of the Servicer during the preceding calendar year and of the
performance of the Servicer under this Agreement has been made under such
officer's supervision, and (ii) to the best of such officer's knowledge, based
on such review, the Servicer has materially fulfilled all its obligations under
this Agreement throughout such year, or, if there has been a material default in
the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof and the action being taken by the
Servicer to cure such default.

         SECTION 3.17.              Annual Independent Public Accountants'
                                    Servicing Statement; Financial Statements.

                  On or before 120 days after the end of the Servicer's fiscal
year, commencing after its 2000 fiscal year, the Servicer at its expense shall
cause a nationally or regionally recognized firm of independent public
accountants (who may also render other services to the Servicer, the Seller or
any affiliate thereof) which is a member of the American Institute of Certified
Public Accountants to furnish a statement to the Trustee, the Certificate
Insurer and the Depositor to the effect that such firm has examined certain
documents and records relating to the servicing of mortgage loans which the
Servicer is servicing, including the related Mortgage Loans, and that, on the
basis of such examination, conducted substantially in compliance with the
Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for
HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs,
nothing has come to their attention which would indicate that such servicing has
not been conducted in compliance with Accepted Servicing Practices, except for
(a) such exceptions as such firm shall believe to be immaterial, and (b) such
other exceptions as shall be set forth in such statement. In rendering such
statement, such firm may rely, as to matters relating to direct servicing of
mortgage loans by Subservicers, upon comparable statements for examinations
conducted substantially in compliance with the Uniform Single Attestation
Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II
Approved Mortgagees and Loan Correspondent Programs (rendered within one year of
such statement) of independent public accountants with respect to the related
Subservicer. Copies of such statement shall be provided by the Trustee to any
Certificateholder upon request at the Servicer's expense, provided such
statement is delivered by the Servicer to the Trustee.

         SECTION 3.18.              Maintenance of Fidelity Bond and Errors and
                                    Omissions Insurance.

                  The Servicer shall maintain with responsible companies, at its
own expense, a blanket Fidelity Bond and an Errors and Omissions Insurance
Policy, with broad coverage on all officers,

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employees or other persons acting in any capacity requiring such persons to
handle funds, money, documents or papers relating to the related Mortgage Loans
("SERVICER EMPLOYEES"). Any such Fidelity Bond and Errors and Omissions
Insurance Policy shall be in the form of the Financial Institution Bond Form 22
- Fidelity Bond American International Specialty Lines Insurance Policy Form
("5713 5/93") Mortgage Banker Broker E&O and shall protect and insure the
related Servicer against losses, including forgery, theft, embezzlement, fraud,
errors and omissions and negligent acts of the Servicer Employees. Such Fidelity
Bond and Errors and Omissions Insurance Policy also shall protect and insure the
Servicer against losses in connection with the release or satisfaction of a
related Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section 3.18 requiring such
Fidelity Bond and Errors and Omissions Insurance Policy shall diminish or
relieve the Servicer from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such bond and insurance policy shall
be at least equal to the corresponding amounts required by FNMA. Upon the
request of the Trustee, the related Servicer shall cause to be delivered to the
Trustee a certificate of insurance of the insurer and the surety including a
statement from the surety and the insurer that such fidelity bond and insurance
policy shall in no event be terminated or materially modified without 30 days'
prior written notice to the Trustee.

         SECTION 3.19.              Duties of the Loss Mitigation Advisor.

                  The Certificateholders, by their purchase and acceptance of
the Certificates, appoint The Murrayhill Company as Loss Mitigation Advisor. For
and on behalf of the Depositor, the Trustee and the Certificate Insurer, the
Loss Mitigation Advisor will provide to the Trustee and the Servicer reports and
recommendations concerning Mortgage Loans that are past due, as to which there
has been commencement of foreclosure, as to which there has been forbearance in
exercise of remedies which are in default, as to which obligor is the subject of
bankruptcy, receivership, or an arrangement of creditors, or as to which have
become REO Properties. Such reports and recommendations will be based upon
information provided to the Loss Mitigation Advisor pursuant to the Loss
Mitigation Advisory Agreement and the Loss Mitigation Advisor shall look solely
to the Servicer for all information and data (including loss and delinquency
information and data) and loan level information and data relating to the
servicing of the Mortgage Loans.

         SECTION 3.20.              Limitation Upon Liability of the Loss
                                    Mitigation Advisor.

                  Neither the Loss Mitigation Advisor, nor any of the directors,
officers, employees or agents of the Loss Mitigation Advisor, shall be under any
liability to the Trustee, the Certificate Insurer, the Certificateholders or the
Depositor for any action taken or for refraining from the taking of any action
in good faith pursuant to this Agreement, in reliance upon information provided
by Servicer under the Loss Mitigation Advisory Agreements or of errors in
judgment; PROVIDED, HOWEVER, that this provision shall not protect the Loss
Mitigation Advisor or any such person against liability that would otherwise be
imposed by reason of willful malfeasance, bad faith or gross negligence in its
performance of its duties under this Agreement or the Loss Mitigation Advisor
Agreements. The Loss Mitigation Advisor and any director, officer, employee or
agent of the Loss Mitigation Advisor may rely in good faith on any document of
any kind prima facie properly executed and submitted by any Person respecting
any matters arising hereunder, and may rely in

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good faith upon the accuracy of information furnished by the Servicer pursuant
to the Loss Mitigation Advisory Agreements in the performance of its duties
thereunder and hereunder.

         SECTION 3.21.              Maintenance of Pool Insurance Policy.

                  The Servicer shall exercise its best efforts to maintain and
keep the Pool Insurance Policy in full force and effect throughout the term of
this Agreement, unless coverage thereunder has been exhausted through payment of
claims. The Trustee shall pay on a timely basis the Pool Insurer Fee from
amounts on deposit by the Trustee in the Certificate Account in accordance with
the terms of the Pool Insurance Policy.

                  At any time, the Servicer may substitute a surety bond, letter
of credit, another mortgage guaranty pool insurance policy or other credit
enhancement for the Pool Insurance Policy or any substitute therefor to the
extent permitted by the Certificate Insurer, Moody's Investors Service, Inc. and
each Rating Agency without a downgrading of the then current rating of the
Certificates, which shall be confirmed in writing to the Servicer, the Trustee
and the Certificate Insurer by each Rating Agency and such confirmation shall be
determined without regard to the Certificate Insurance Policies.

                  In the event that the Pool Insurance Policy is canceled or
terminated for any reason other than exhaustion of the coverage thereunder or
the claims-paying ability of the Pool Insurer is reduced below investment grade
by either Rating Agency, the Servicer shall use its best efforts to obtain a
replacement Pool Insurance Policy from a Qualified Insurer that is acceptable to
Moody's Investors Service, Inc. and the Certificate Insurer. Any such
replacement policy will provide for an amount of coverage equal to the then
remaining coverage amount of the Pool Insurance Policy, provided, however, that
if the premium cost of the replacement policy exceeds the premium cost of the
Pool Insurance Policy, the coverage amount of the replacement policy shall be
reduced so that the premium cost therefore will not exceed 100% of the premium
cost of the Pool Insurance Policy.

                  In connection with its activities as administrator and
servicer of the Mortgage Loans, the Servicer agrees to file, on behalf of
itself, the Trustee, the Depositor, the Certificateholders and the Certificate
Insurer claims to the Pool Insurer in a timely fashion in accordance with the
terms of the Pool Insurance Policy and, in this regard, to take such action as
shall be necessary to permit recovery under the Pool Insurance Policy respecting
a related defaulted Mortgage Loan. Pursuant to Section 3.09, any amounts
collected by the Servicer under the Pool Insurance Policy (other than any amount
to be applied to the restoration or repair of the property encumbered by the
related Mortgage Loan with respect to which such amount was collected) shall be
deposited in the Collection Account pursuant to Section 3.05. The Servicer shall
comply will all applicable terms of the Pool Insurance Policy and the
claims-filing procedures of the Pool Insurer, to the extent necessary to avoid
any adjustments to claims paid under the Pool Insurance Policy.

         SECTION 3.22.              Maintenance of Special Hazard Insurance
                                    Policy.

                  The Servicer agrees to exercise commercially reasonable
efforts to maintain and keep the Special Hazard Insurance Policy in full force
and effect throughout the term of this Agreement, unless coverage thereunder has
been exhausted through the payment of claims; provided,
however,

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that in no case shall the Servicer be required to (i) expend its own funds to
maintain such policy or (ii) make a Nonrecoverable Advance. In the event that
(i) the claims paying ability rating of the Special Hazard Insurer is reduced to
such a level that the ratings are reduced below the level of the ratings
originally given, (ii) the Special Hazard Insurer ceases to be a property and
casualty insurer duly qualified as such under applicable laws or (iii) the
Special Hazard Insurance Policy is cancelled for any reason other than the
exhaustion of coverage thereunder, the Servicer acting on behalf of the Trustee
shall exercise commercially reasonable efforts to obtain from another insurer
acceptable to the Rating Agencies and the Certificate Insurer a replacement
policy comparable to the initial Special Hazard Insurance Policy; provided,
however, that if the cost of any such replacement policy shall be greater than
the cost of the initial Special Hazard Insurance Policy, the amount of coverage
of such replacement policy shall be reduced to a level such that the premium
rate therefor shall not exceed 100% of the premium rate on the initial Special
Hazard Insurance Policy.

                  The Trustee shall pay on a timely basis the Special Hazard
Insurer Fee from amounts on deposit by the Trustee in the Certificate Account in
accordance with the terms of the Special Hazard Insurance Policy.

                  In connection with its activities hereunder, the Servicer
agrees to present, on behalf of itself, the Trustee, the Depositor, the
Certificateholders and the Certificate Insurer, claims to the Special Hazard
Insurer in a timely fashion and in accordance with the terms of the Special
Hazard Insurance Policy, and, in this regard, to take such commercially
reasonable action (other than the making of Nonrecoverable Advances) as shall be
necessary to permit recovery under the Special Hazard Insurance Policy. The
Servicer shall collect all amounts relating to the Certificates under the
Special Hazard Insurance Policy and shall deposit such amounts in the related
Collection Account pursuant to Section 3.05. The Servicer shall comply with all
applicable terms of the Special Hazard Insurance Policy and the claims-filing
procedures of the Special Hazard Insurer, to the extent necessary to avoid any
adjustments to claims paid under the Special Hazard Insurance Policy.



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                                   ARTICLE IV

                                DISTRIBUTIONS AND
                            ADVANCES BY THE SERVICER

         SECTION 4.01.              Advances by the Servicer.

                  The Servicer shall deposit in the Collection Account an amount
equal to all Scheduled Payments (with interest at the Mortgage Rate less the
Servicing Fee Rate) which were due on the related Mortgage Loans during the
applicable Due Period and which were delinquent at the close of business on the
immediately preceding Determination Date. The Servicer's obligation to make such
Advances as to any related Mortgage Loan will continue through the last
Scheduled Payment due prior to the payment in full of such Mortgage Loan, or
through the date that the related Mortgaged Property has, in the judgment of the
Servicer, been completely liquidated.

                  The Servicer shall be obligated to make Advances in accordance
with the provisions of this Agreement; provided however, that such obligation
with respect to any related Mortgage Loan shall cease if the Servicer
determines, in its reasonable opinion, that Advances with respect to such
Mortgage Loan are Nonrecoverable Advances. In the event that the Servicer
determines that any such advances are Nonrecoverable Advances, the Servicer
shall provide the Trustee and the Certificate Insurer with a certificate signed
by a Servicing Officer evidencing such determination.

                  If an Advance is required to be made hereunder, the Servicer
shall on the second Business Day immediately preceding the Distribution Date
immediately following the related Determination Date either (i) deposit in the
Collection Account from its own funds an amount equal to such Advance, (ii)
cause to be made an appropriate entry in the records of the Collection Account
that funds in such account being held for future distribution or withdrawal have
been, as permitted by this Section 4.01, used by the Servicer to make such
Advance or (iii) make Advances in the form of any combination of clauses (i) and
(ii) aggregating the amount of such Advance. Any such funds being held in a
Collection Account for future distribution and so used shall be replaced by the
Servicer from its own funds by deposit in such Collection Account on or before
any future Distribution Date in which such funds would be due.

         SECTION 4.02.              Priorities of Distribution.

                  (a) On each Distribution Date, prior to making distributions
to the holders of the Certificates, the Trustee first, shall pay itself the
Trustee's Fee for such Distribution Date, second, shall pay the Loss Mitigation
Advisor the Loss Mitigation Fee, third, shall remit to the Pool Insurer, by fund
transfer from an account in the name of the Philadelphia office of the Trustee,
in immediately available funds, the Pool Insurer Fee for such Distribution Date,
and fourth, shall remit to the Special Hazard Pool Insurer, the Special Hazard
Insurer Fee for such Distribution Date.

                  (b) With respect to the Available Funds and any funds received
from the Pool Insurance Policy and the Special Hazard Insurance Policy for each
Group, on each Distribution Date, the Trustee shall withdraw such Available
Funds from the Certificate Account and apply such funds to distributions on the
Certificates of the related Certificate Group and to the Certificate Insurer, as

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applicable, in the following order and priority and, in each case, to the extent
of such Available Funds remaining:

                  (i) with respect to the Group I Certificates, to the extent of
         the Available Funds for Loan Group I and with respect to the Class
         I-A-1 Certificates and Class I-A-2 Certificates as applicable, any
         Insured Payment for that Distribution Date:

                  (A)      first, to the Certificate Insurer, the Certificate
                           Insurer Premium with respect to the Class I-A-1
                           Certificates and Class I-A-2 Certificates;

                  (B)      second, to the Class I-A-1, Class I-A-2, Class X-I ,
                           Class A-R-1, Class A-R-2 and Class A-R-3
                           Certificates, concurrently, the related Interest
                           Distribution Amount;

                  (C)      third, up to the amount of the related Senior
                           Principal Distribution Amount for such Certificate
                           Group, to the Class I-A-1 , Class A-R-1, Class A-R-2
                           and Class A-R-3 Certificates, in the order and
                           priority set forth in clause (c) below, and subject
                           to clause (e) below, in reduction of the Class
                           Principal Balance thereof, until the Class Principal
                           Balance thereof has been reduced to zero; and

                  (D)      fourth, to the Certificate Insurer, any Certificate
                           Insurer Reimbursement Amount;

                  (ii) with respect to the Group II Certificates, to the extent
         of the Available Funds for Loan Group II for that Distribution Date:

                  (A)      first, to the Class II-P Certificates, the Class II-P
                           Principal Distribution Amount;

                  (B)      second, to the Class II-A-1 and Class X-II
                           Certificates, concurrently, the related Interest
                           Distribution Amount; and

                  (C)      third, to the Class II-A-1 Certificates, the related
                           Senior Principal Distribution Amount, in the manner
                           and priority set forth in clause (c) below, and
                           subject to clause (e) below;

                  (iii) with respect to the Group III Certificates, to the
         extent of the Available Funds for Loan Group III and with respect to
         the Class III-A-1 Certificates and Class III-A-2 Certificates, as
         applicable, the amount of any Insured Payments for that Distribution
         Date:

                  (A)      first, to the Certificate Insurer, the Certificate
                           Insurer Premium with respect to the Class III-A-1
                           Certificates and Class III-A-2 Certificates;

                  (B)      second, to the Class III-P Certificates, the Class
                           III-P Principal Distribution Amount;

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                  (C)      third, to the Class III-A-1, Class III-A-2 and Class
                           X-III Certificates, the related Interest Distribution
                           Amount;

                  (D)      fourth, to the Class III-A-1 Certificates, the
                           related Senior Principal Distribution Amount, in the
                           manner and priority set forth in clause (c) below,
                           and subject to clause (e) below; and

                  (E)      fifth, to the Certificate Insurer, any Certificate
                           Insurer Reimbursement Amount;

                  (iv) with respect to the Principal Only, Class B and Class XB
         Certificates, to the extent of the Available Funds for Loan Group I,
         Loan Group II and Loan Group III, after the payment of the Group I,
         Group II and Group III Certificates and the Certificate Insurer
         described above in clauses 4.02(b)(i), (ii) and (iii) and further
         subject to clause (e) below;

                  (A)      first, to the Principal Only Certificates, to the
                           extent of amounts otherwise available to pay the
                           Subordinate Principal Distribution Amount on that
                           Distribution Date, principal in an amount equal to
                           any Class II-P Deferred Amounts or Class III-P
                           Deferred Amounts, as applicable, that were not
                           attributable to a Special Hazard Loss, a Bankruptcy
                           Loss, a Fraud Loss or an Extraordinary Loss;
                           provided, however, that any amounts distributed in
                           respect of losses pursuant to this clause (iv)(A)
                           will not cause a further reduction in the Class II-P
                           Principal Balance or Class III-P Principal Balance,
                           as applicable;

                  (B)      second, to the Class B-1 Certificates, the related
                           Interest Distribution Amount;

                  (C)      third, to the Class XB-1 Certificates, the related
                           Interest Distribution Amount;

                  (D)      fourth, to the Class B-1 Certificates, their pro rata
                           share of the Subordinate Principal Distribution
                           Amount;

                  (E)      fifth, to the Class B-2 Certificates, the related
                           Interest Distribution Amount;

                  (F)      sixth, to the Class XB-2 Certificates, the related
                           Interest Distribution Amount;

                  (G)      seventh, to the Class B-2 Certificates, their pro
                           rata share of the Subordinate Principal Distribution
                           Amount; and

                  (H)      eighth, to the Class B-1 Certificates and then the
                           Class B-2 Certificates, up to the amount of
                           unreimbursed Realized Losses previously allocated to
                           that Class, if any; provided, however, that any
                           amounts distributed pursuant to this paragraph
                           (iv)(H) will not cause a further reduction in the
                           Class Principal Balances of any of the Class B
                           Certificates.

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                  (c) On each Distribution Date prior to the Credit Support
Depletion Date for each Loan Group, the related Senior Principal Distribution
Amount for that Distribution Date, but subject to adjustment pursuant to clause
(e) below, will be distributed as principal to the related classes of Senior
Certificates in the following order of priority:

                  (i)      with respect to Group I,

                  (A)      first, concurrently on a pro rata basis to the Class
                           A-R-1 Certificates, Class A-R-2 Certificates and
                           Class A-R-3 Certificates until those Class Principal
                           Balances have been reduced to zero;

                  (B)      second, to the Class I-A-1 Certificates, until the
                           Class Principal Balance of that class has been
                           reduced to zero;

                  (ii) with respect to Group II, to the Class II-A-1
         Certificates, until the Class Principal Balance of that class has been
         reduced to zero; and

                  (iii) with respect to Group III, to the Class III-A-1
         Certificates, until the Class Principal Balance of that class has been
         reduced to zero.

                  (iv) On each Distribution Date on and after the Credit Support
         Depletion Date, the Senior Principal Distribution Amount for the Senior
         Certificates will be distributed as principal to all the related Senior
         Certificates (other than the Principal Only Certificates), pro rata,
         based on aggregate Class Principal Balances immediately prior to such
         Distribution Date.

                  (d) On each Distribution Date, the amount referred to in
clause (i) of the definition of Interest Distribution Amount for such
Distribution Date for each Class of Certificates shall be reduced by the Trustee
by the related Class's pro rata share (based on the applicable Interest
Distribution Amount for each such Class before reduction pursuant to this
Section 4.02(d)) of "Net Interest Shortfalls" which shall be equal to the sum of
(A) Net Prepayment Interest Shortfalls for the Mortgage Loans, and (B) the sum
of: (I) Excess Losses that are Special Hazard Losses or Extraordinary Losses
during the calendar month preceding the month of such Distribution Date, the
excess of one month's interest at the related Net Mortgage Rate on the Stated
Principal Balance of such Mortgage Loan as of the Due Date in such month over
the amount of Liquidation Proceeds applied as interest on such Mortgage Loan
with respect to such month, (II) Excess Losses that are Bankruptcy Losses during
the calendar month preceding the month of such Distribution Date, the interest
portion of the related Debt Service Reduction or Deficient Valuation, (III) each
Relief Act Reduction for any Mortgage Loan incurred during the calendar month
preceding the month of such Distribution Date and (IV) Excess Losses that are
Fraud Losses during the calendar month preceding the month of such Distribution
Date equal to the excess of one month's interest at the related Net Mortgage
Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in
such month over the amount of Liquidation Proceeds applied as interest on such
Mortgage Loan with respect to such month.

                  (e) Notwithstanding the foregoing,

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                  (X) On any Distribution Date occurring after the date on which
         one or more of (x) the Class Principal Balance of the Class I-A-1
         Certificates, (y) the Class Principal Balance of the Class II-A-1
         Certificates or (z) the Class Principal Balance of the Class III-A-1
         Certificates has been reduced to zero, all principal received or
         advanced with respect to the Mortgage Loans in the Loan Group or Groups
         related to the Class A Certificates that have been paid in full (after
         distributions of principal to the Principal Only Certificates pursuant
         to paragraphs (b)(i)(A) above) shall be paid as principal to the
         remaining Class A Certificates of the other Certificate Group or Groups
         to the extent of and in reduction of the Class Principal Balances
         thereof and to the Certificate Insurer to the extent of any amounts due
         to it, prior to any distributions of principal to the Class B-1
         Certificates pursuant to paragraph (b)(iv)(D) above; PROVIDED, HOWEVER,
         that if there are two Certificate Groups with outstanding Class A
         Certificates, then such principal will be distributed between those two
         Certificate Groups pro rata according to the aggregate Class Principal
         Balance of the Class A Certificates of such two Certificate Groups;
         PROVIDED, FURTHER, that principal will not be distributed as set forth
         above in this clause 4.02(e)(X) if on such Distribution Date (a) the
         Loss Coverage Percentage for such Distribution Date is greater than or
         equal to 200% of the Loss Coverage Percentage as of the Closing Date
         and (b) the outstanding principal balance of the Mortgage Loans in each
         of Loan Group I, Loan Group II and Loan Group III delinquent 60 days or
         more averaged over the last six months (including Mortgage Loans in
         foreclosure and Mortgage Loans the property of which is held by REMIC 1
         and acquired by foreclosure or deed in lieu of foreclosure), as a
         percentage of the sum of (a) the related Subordinate Component Balance
         and (b) a pro rata portion of the amount of coverage available under
         the Pool Insurance Policy (allocated in proportion to the respective
         Subordinate Component Balances), is less than 50%.

                  (Y) If on any Distribution Date any of Loan Group I, Loan
         Group II or Loan Group III is an Undercollateralized Group and the
         other such Loan Group or Loan Groups is an Overcollateralized Group,
         then the Available Funds for the Certificate Group or Groups related to
         the Overcollateralized Group or Groups, to the extent remaining
         following distributions of interest and principal to the Certificates
         in such Certificate Group and to the Certificate Insurer pursuant to
         paragraph (b)(i), (b)(ii) or (b)(iii) above, as applicable, shall be
         paid in the following priority: (1) first, such remaining amount, up to
         the Total Transfer Amount for each such Undercollateralized Group, pro
         rata according to the Total Transfer Amount for each such
         Undercollateralized Group, shall be distributed (a) first, to the Class
         A Certificates related to each such Undercollateralized Group, in
         payment of any portion of the Interest Distribution Amounts for such
         Classes of Certificates remaining unpaid from such Distribution Date or
         previous Distribution Dates, pro rata according to their respective
         shares of such unpaid amounts, (b) second, to the Class A Certificates
         related to each such Undercollateralized Group, as principal, and (c)
         third, to any amounts due the Certificate Insurer, and (2) second, any
         remaining amount shall be distributed pursuant to paragraph (b)(iv)
         above.

         SECTION 4.03.              [Reserved]

         SECTION 4.04.              [Reserved]

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         SECTION 4.05.              Allocation of Realized Losses.

                  (a) On or prior to each Determination Date, the Servicer shall
determine the total amount of Realized Losses, including Excess Losses, with
respect to the related Distribution Date.

                  (b) With respect to any Distribution Date, the applicable
Class II-P Fraction of any Realized Loss incurred on a Class II-P Mortgage Loan,
including any Excess Loss, shall be allocated to the Class II-P Certificates
until the Class Principal Balance thereof is reduced to zero, and the applicable
Class III-P Fraction of any Realized Loss incurred on a Class III-P Mortgage
Loan, including any Excess Loss, shall be allocated to the Class III-P
Certificates until the Class Principal Balance thereof is reduced to zero.

                  (c) With respect to any Distribution Date, Realized Losses,
other than Special Hazard Losses, Bankruptcy Losses, Fraud Losses or
Extraordinary Losses incurred on the Mortgage Loans, other than the Class II-P
Fraction of the Realized Loss if a Class II-P Mortgage Loan and the Class III-P
Fraction of the Realized Loss if a Class III-P Mortgage Loan, shall be allocated
to the Classes of Certificates as follows, except as provided in clause (f)
below:

                  (i) FIRST, to the Subordinate Certificates (other than the
         Class XB Certificates) in decreasing order of their numerical Class
         designations (beginning with the Class of Subordinate Certificates then
         outstanding with the highest numerical Class designation), until the
         respective Class Principal Balance of each such Class is reduced to
         zero, and

                  (ii) SECOND, to the Class A Certificates related to that Loan
         Group, pro rata, on the basis of their respective Class Principal
         Balances.

                  (d) [Reserved].

                  (e) With respect to any Distribution Date, Excess Losses,
other than the Class II-P Fraction of an Excess Loss on a Class II-P Mortgage
Loan and the Class III-P Fraction of an Excess Loss on a Class III-P Mortgage
Loan, incurred on the Mortgage Loans shall be allocated to the Class A
Certificates related to that Loan Group and to the Class B Certificates, pro
rata, based on their respective Class Principal Balances, except as provided in
clause (f) below.

         For the purpose of the clause (e), the pro rata share allocable to any
Class of Class B Certificates will be proportionate to the Class Principal
Balance of that Class times a fraction, the numerator of which is the
Subordinate Component Balance for the related Loan Group, and the denominator of
which the aggregate of the Subordinate Component Balances.

                  (f) Notwithstanding the foregoing, in the case of Realized
Losses allocated to the Senior Certificates pursuant to clauses (c)(ii) and (e)
of this Section, (X) if such loss occurs in an Overcollateralized Group and
there is a single Undercollateralized Group, the Senior Certificates related to
such Undercollateralized Group will receive a portion of such loss (such portion
equal to a fraction, the numerator of which is the Subordinate Component Balance
with respect to the Overcollateralized Group that suffered such loss and the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans in such Overcollateralized Group (less if such

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Overcollateralized Group is Loan Group II, the applicable Class II-P Fraction
thereof with respect to any Class II-P Mortgage Loan, and if such
Overcollateralized Group is Loan Group III, the applicable Class III-P Fraction
thereof with respect to any Class III-P Mortgage Loan), and the remainder of
such loss will be allocated to the Senior Certificates related to the Loan Group
that suffered such loss, and (Y) if such loss occurs in an Overcollateralized
Group and there are two Undercollateralized Groups, the Senior Certificates
related to each Undercollateralized Group will receive a portion of such loss
(such portion equal to the fraction described in the parenthetical in clause (X)
above, multiplied by a second fraction, the numerator of which is the Principal
Transfer Amount with respect to such Undercollateralized Group and the
denominator of which is the sum of (1) the Principal Transfer Amount with
respect to such Undercollateralized Group and (2) the Principal Transfer Amount
with respect to the other Undercollateralized Group), and the remainder of such
loss will be allocated to the Senior Certificates related to the Loan Group that
suffered such loss; PROVIDED, FURTHER, that all such losses allocated to the
Senior Certificates related to a Loan Group pursuant to clause (X) or (Y) of the
immediately preceding proviso to this paragraph will be allocated to such Senior
Certificates as described in clauses (c)(ii) and (e) of this Section.

                  (g) On each Distribution Date, if the aggregate Class
Principal Balance of all Certificates exceeds the aggregate Stated Principal
Balance of the Mortgage Loans (in each case, after giving effect to
distributions of principal and the allocation of all losses to the related
Certificates on such Distribution Date), such excess will be deemed a principal
loss and will be allocated to the most junior Class of Subordinate Certificates,
pro rata, as applicable, then outstanding.

                  (h) Any Realized Loss allocated to a Class of Certificates or
any reduction in the Class Principal Balance of a Class of Certificates pursuant
to this Section 4.05 shall be allocated by the Trustee among the Certificates of
such Class in proportion to their respective Certificate Balances.

                  (i) Any allocation by the Trustee of Realized Losses to a
Certificate or any reduction in the Certificate Balance of a Certificate
pursuant to this Section 4.05 shall be accomplished by reducing the Certificate
Balance thereof, immediately following the distributions made on the related
Distribution Date, in accordance with the definition of "Certificate Balance."

         SECTION 4.06.              Monthly Statements to Certificateholders.

                  (a) Not later than each Distribution Date, the Trustee shall
prepare and cause to be forwarded by first class mail to each Certificateholder,
the Servicer, the Certificate Insurer, the Loss Mitigation Advisor, the
Depositor and each Rating Agency, a statement setting forth with respect to the
related distribution for each Certificate Group:

                  (i) the amount thereof allocable to principal, separately
         identifying the aggregate amount of any Principal Prepayments and
         Liquidation Proceeds included therein;

                  (ii) the amount thereof allocable to interest, any Class
         Unpaid Interest Shortfall included in such distribution and any
         remaining Class Unpaid Interest Shortfall after giving
         effect to such distribution;

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                  (iii) if the distribution to the Holders of such Class of
         Certificates is less than the full amount that would be distributable
         to such Holders if there were sufficient funds available therefor, the
         amount of the shortfall and the allocation thereof as between principal
         and interest;

                  (iv) the Class Principal Balance of each Class of Certificates
         after giving effect to the distribution of principal on such
         Distribution Date;

                  (v) the aggregate Stated Principal Balance of the Group I
         Mortgage Loans, the Group II Mortgage Loans and the Group III Mortgage
         Loans;

                  (vi) the Senior Percentage and the Subordinate Percentage for
         the Group I Certificates, the Group II Certificates and the Group III
         Certificates, in each case, for the following Distribution Date;

                  (vii) the amount of the Servicing Fees and Prepayment
         Penalties, if applicable, with respect to such Distribution Date and
         the related Loan Group;

                  (viii) the Pass-Through Rate for each such Class of
         Certificates with respect to such Distribution Date;

                  (ix) the amount of Advances included in the distribution on
         such Distribution Date and the aggregate amount of Advances outstanding
         as of the close of business on such Distribution Date;

                  (x) the number and aggregate principal amounts of Mortgage
         Loans in each Loan Group (A) delinquent (exclusive of Mortgage Loans in
         foreclosure) (1) 31 to 60 days, (2) 61 to 90 days and (3) 91 or more
         days and (B) in foreclosure and delinquent (1) 31 to 60
         days,
         (2) 61 to 90 days and (3) 91 or more days, as of the close of business
         on the last day of the calendar month preceding such Distribution Date;

                  (xi) for each of the preceding 12 calendar months, or all
         calendar months since the related Cut-off Date, whichever is less, the
         aggregate dollar amount of the Scheduled Payments (A) due on all
         Outstanding Mortgage Loans on each of the Due Dates in each such month
         and (B) delinquent 60 days or more on each of the Due Dates in each
         such month;

                  (xii) with respect to any Mortgage Loan that became an REO
         Property during the preceding calendar month, the loan number and
         Stated Principal Balance of such Mortgage Loan as of the close of
         business on the Determination Date preceding such Distribution Date and
         the date of acquisition thereof;

                  (xiii) the total number and principal balance of any REO
         Properties (and market value, if available) as of the close of business
         on the Determination Date preceding such Distribution Date;

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                  (xiv) the Senior Prepayment Percentage for the Group I
         Certificates, Group II Certificates and Group III Certificates for the
         following Distribution Date;

                  (xv) the Subordinate Prepayment Percentage for the Group I
         Certificates, Group II Certificates and Group III Certificates for the
         following Distribution Date;

                  (xvi) the aggregate amount of Realized Losses for each
         Certificate Group incurred during the preceding calendar month and
         aggregate Realized Losses through such Distribution Date; and

                  (xvii) the amount and dates of any payments made under the
         Pool Insurance Policy, the Special Hazard Insurance Policy or the
         Certificate Insurance Policy.

                  The Trustee's responsibility for disbursing the above
information to the Certificateholders for each Certificate Group is limited to
the availability, timeliness and accuracy of the information derived from the
Servicer. The foregoing information shall be reported to the Trustee each month
on or before the related Determination Date; provided, however, that in
connection with the information provided in paragraph (xvii) above, the Special
Hazard Loss, the Fraud Loss and the Bankruptcy Loss, if any, shall be reported
to the Trustee each month on or before the related Determination Date.

                  (b) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished to each Person who at any
time during the calendar year was a Certificateholder, a statement containing
the information set forth in, clauses (a)(i), (a)(ii) and (a)(vii) of this
Section 4.06 aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time in effect.

         SECTION 4.07.              Certificate Insurer; Policy Matters.

                  (a) If, on the second Business Day before any Distribution
Date, the Trustee determines that the funds that will be available for such
Distribution Date distributable to the Holders of the Insured Certificates
pursuant to Section 4.02 will be insufficient to pay the Insured Payment on such
Distribution Date, the Trustee shall determine the amount of any such deficiency
and shall give notice to Certificate Insurer and the Fiscal Agent (as defined in
the related Certificate Insurance Policy), if any, by telephone or telecopy of
the amount of such deficiency, confirmed in writing by notice substantially in
the form of Exhibit A to the applicable Certificate Insurance Policy by 12:00
noon, New York City time, on such second Business Day. The Trustee's
responsibility for delivering the notice to Certificate Insurer, as provided in
the preceding sentence is limited to the availability, timeliness and accuracy
of the information provided by the Servicer.

                  (b) In the event the Trustee receives a certified copy of an
order of the appropriate court that any payment of principal or interest on an
Insured Certificate has been voided in whole or in part as a preference payment
under applicable bankruptcy law, the Trustee shall (i) promptly notify
Certificate Insurer and the Fiscal Agent, if any, and (ii) comply with the
provisions of the

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related Certificate Insurance Policy to obtain payment by Certificate Insurer of
such voided payment. In addition, the Trustee shall mail notice to all Holders
of the Insured Certificates so affected that, in the event that any such
Holder's scheduled payment is so recovered, such Holder will be entitled to
payment pursuant to the terms of the related Certificate Insurance Policy a copy
of which shall be made available to such Holders by the Trustee. The Trustee
shall furnish to Certificate Insurer and the Fiscal Agent, if any, its records
listing the payments on the affected Insured Certificates, if any, that have
been made by the Trustee and subsequently recovered from the affected Holders,
and the dates on which such payments were made by the Trustee.

                  (c) At the time of the execution hereof, and for the purposes
hereof, the Trustee shall establish a separate special purpose trust account in
the name of the Trustee for the benefit of the Holders of the Group I Insured
Certificates and the Group III Insured Certificates (each, a "Certificate
Insurance Policy Payments Account") over which the Trustee shall have exclusive
control and sole right of withdrawal. Each Certificate Insurance Policy Payments
Account shall be an Eligible Account. The Trustee shall deposit any amount paid
under either Certificate Insurance Policy into the related Certificate Insurance
Policy Payments Account and distribute such amount only for the purposes of
making the payments to Holders of the related Insured Certificates in respect of
the Insured Payment for which the related claim was made under such Certificate
Insurance Policy. Such amounts shall be allocated by the Trustee to Holders of
Insured Certificates affected by such shortfalls in the same manner as principal
and interest payments are to be allocated with respect to such Certificates
pursuant to Section 4.02. It shall not be necessary for such payments to be made
by checks or wire transfers separate from the checks or wire transfers used to
make regular payments hereunder with funds withdrawn from the Certificate
Account. However, any payments made on the Insured Certificates from funds in
the related Certificate Insurance Policy Payments Account shall be noted as
provided in subsection (e) below. Funds held in the Certificate Insurance Policy
Payments Accounts shall not be invested by the Trustee.

                  (d) Any funds received from Certificate Insurer for deposit
into either Certificate Insurance Policy Payments Account pursuant to the
related Certificate Insurance Policy in respect of a Distribution Date or
otherwise as a result of any claim under the related Certificate Insurance
Policy shall be applied by the Trustee directly to the payment in full of the
Insured Payment due on such Distribution Date on the related Insured
Certificates. Funds received by the Trustee as a result of any claim under
either Certificate Insurance Policy shall be used solely for payment to the
Holders of the related Insured Certificates and may not be applied for any other
purpose, including, without limitation, satisfaction of any costs, expenses or
liabilities of the Trustee, the Servicer or the Trust Fund. Any funds (other
than funds deposited therein in respect of a Preference Amount payable under the
related Certificate Insurance Policy) remaining in the related Certificate
Insurance Policy Payments Account on the first Business Day after each
Distribution Date shall be remitted promptly to Certificate Insurer pursuant to
the written instruction of Certificate Insurer.

                  (e) The Trustee shall keep complete and accurate records in
respect of (i) all funds remitted to it by Certificate Insurer and deposited
into the related Certificate Insurance Policy Payments Account and (ii) the
allocation of such funds to payments of interest on and principal in respect of
the related Insured Certificates. Certificate Insurer shall have the right to
inspect such records at reasonable times during normal business hours upon three
Business Days' prior notice to the Trustee.

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                  (f) The Trustee acknowledges, and each Holder of an Insured
Certificate by its acceptance of the Insured Certificate agrees, that, without
the need for any further action on the part of Certificate Insurer or the
Trustee, to the extent Certificate Insurer makes payments, directly or
indirectly, on account of principal of or interest on any Insured Certificates,
Certificate Insurer will be fully subrogated to the rights of the Holders of
such Insured Certificates to receive such principal and interest from the Trust
Fund. The Holders of the Insured Certificates, by acceptance of the Insured
Certificates, assign their rights as Holders of the Insured Certificates to the
extent of Certificate Insurer's interest with respect to amounts paid under the
related Certificate Insurance Policy. Anything herein to the contrary
notwithstanding, solely for purposes of determining Certificate Insurer's
rights, as applicable, as subrogee for payments distributable pursuant to
Section 4.02, any payment with respect to distributions to the Insured
Certificates which is made with funds received pursuant to the terms of the
related Certificate Insurance Policy shall not be considered payment of the
Insured Certificates from the Trust Fund and shall not result in the
distribution or the provision for the distribution in reduction of the Class
Principal Balance of the Insured Certificates except to the extent such payment
has been reimbursed to Certificate Insurer pursuant to the terms hereof.

                  (g) Upon a Responsible Officer of the Trustee becoming aware
of the occurrence of an Event of Default, the Trustee shall promptly notify
Certificate Insurer of such Event of Default.

                  (h) The Trustee shall promptly notify Certificate Insurer of
either of the following as to which a Responsible Officer of the Trustee has
actual knowledge: (A) the commencement of ally proceeding by or against the
Depositor commenced under the United States bankruptcy code or any other
applicable bankruptcy, insolvency, receivership, rehabilitation or similar law
(an "Insolvency Proceeding") and (B) the making of any claim in connection with
any Insolvency Proceeding seeking the avoidance as a preferential transfer (a
"Preference Claim") of any distribution made with respect to the Insured
Certificates as to which it has actual knowledge. Each Holder of an Insured
Certificate, by its purchase of Insured Certificates, and the Trustee hereby
agrees that the Certificate Insurer (so long as no Certificate Insurer Default
exists) may at any time during the continuation of any proceeding relating to a
Preference Claim direct all matters relating to such Preference Claim,
including, without limitation, (i) the direction of any appeal of any order
relating to any Preference Claim and (ii) the posting of any surety, supersedeas
or performance bond pending any such appeal. In addition and without limitation
of the foregoing, the Certificate Insurer shall be subrogated to the rights of
the Trustee and each Holder of an Insured Certificate in the conduct of any
Preference Claim, including, without limitation, all rights of any party to an
adversary proceeding action with respect to any court order issued in connection
with any such Preference Claim.

                  (i) The Servicer shall designate a Certificate Insurer Contact
Person who shall be available to Certificate Insurer to provide reasonable
access to information regarding the Mortgage Loans. The initial Certificate
Insurer Contact Persons are the Servicing Officers.

                  (j) The Trustee shall surrender the related Certificate
Insurance Policy to the Certificate Insurer for cancellation upon the reduction
of the Class Principal Balance of the applicable Insured Certificates to zero.

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                  (k) The Trustee shall send to Certificate Insurer the reports
prepared pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant
to Section 4.06, as well as any other statements or communications sent to
Holders of the Insured Certificates, in each case at the same time such reports,
statements and communications are otherwise sent.

                  (l) For so long as there is no continuing default by
Certificate Insurer under its obligations under the related Certificate
Insurance Policy (an "Certificate Insurer Default"), each Holder of the related
Insured Certificate agrees that Certificate Insurer shall be treated by the
Depositor, the Servicer and the Trustee as if Certificate Insurer were the
Holder of all of the Insured Certificates for the purpose (and solely for the
purpose) of the giving of any consent, the making of any direction or the
exercise of any voting or other control rights otherwise given to the Holders of
the Insured Certificates hereunder without any further consent of any Holders of
the Insured Certificates.

                  (m) With respect to this Section 4.07 the terms "Receipt" and
"Received" shall mean actual delivery to Certificate Insurer and Certificate
Insurer's Fiscal Agent, if any, prior to 12:00 noon, New York City time, on a
Business Day; delivery either on a day that is not a Business Day or after 12:00
noon, New York City time, shall be deemed to be Receipt on the next succeeding
Business Day and (ii) "Business Day" means any day other than (A) a Saturday or
Sunday or (B) a day on which the Certificate Insurer, banking institutions in
the City of New York, New York, the State of Texas, or the city in which the
Corporate Trust Office of the Trustee is located, are authorized or obligated by
law or executive order to be closed. If any notice or certificate given under
the related Certificate Insurance Policy by the Trustee is not in proper form or
is not properly completed, executed or delivered, it shall be deemed not to have
been Received. Certificate Insurer or its Fiscal Agent, if any, shall promptly
so advise the Trustee and the Trustee may submit an amended notice.

                  (n) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to the Trustee, the Rating Agencies or the
Holders of the Insured Certificates shall also be sent at such time to
Certificate Insurer at MBIA Insurance Corporation, 113 King Street, Armonk, New
York 10504, Attention: Insured Portfolio Management--Structured Finance (IPM-SF)
(CSFB Trust Series 2001-S3).

                  (o) The Certificate Insurer shall be an express third party
beneficiary of this Agreement for the purpose of enforcing the provisions hereof
to the extent of the Certificate Insurer's rights explicitly specified herein as
if a party hereto.

                  (p) All references herein to the ratings assigned to the
Certificates and to the interests of any Certificateholders shall be without
regard to the related Certificate Insurance Policy.

                  (q) The Trustee and the Servicer shall cooperate with any
reasonable request by Certificate Insurer to preserve or enforce the rights
granted to Certificate Insurer hereunder.

                  (r) Any amendment to this Agreement shall require the prior
written consent of Certificate Insurer if such amendment could materially
adversely affects the interest of Certificate Insurer or of the Holders of the
related Insured Certificates.

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         SECTION 4.08.              Distributions on the Uncertificated REMIC 1
                                    Regular Interests.

                  (a) On each Distribution Date, the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC 1 Regular
Interests, the Uncertificated REMIC 1 Regular Interest Distribution Amounts in
the following order of priority to the extent of Available Funds:

                (i) Uncertificated REMIC 1 Accrued Interest on the
         Uncertificated REMIC 1 Regular Interests for such Distribution Date,
         plus any Uncertificated REMIC 1 Accrued Interest thereon remaining
         unpaid from any previous Distribution Date; and

               (ii) In accordance with the priority set forth in Section
         4.08(b), an amount equal to the sum of the amounts in respect of
         principal distributable on each Class of Certificates under Section
         4.01(c), as allocated thereto.

                  (b) The amount described in Section 4.08(a)(ii) shall be
deemed distributed to (i) Uncertificated REMIC 1 Regular Interest LTA-I,
Uncertificated REMIC 1 Regular Interest LTB-I, and Uncertificated REMIC 1
Regular Interest LTR-I with the amount to be distributed allocated among such
interests in accordance with the priority assigned to the Class I-A-1
Certificates, the portion of the Class B Certificates allocable to the Group I
Mortgage Loans and the Class A-R-2 and Class A-R-3 Certificates, respectively,
(ii) Uncertificated REMIC 1 Regular Interest LTPO-II, and Uncertificated REMIC 1
Regular Interest LTA-II and Uncertificated REMIC 1 Regular Interest LTB- II with
the amount to be distributed allocated among such interests in accordance with
the following priority and amounts: first, to Uncertificated REMIC 1 Regular
Interest LTPO-II, the Class II-P Fraction of all principal received on or in
respect of each Class II-P Mortgage Loan, second, to Uncertificated REMIC 1
Regular Interest LTA-II, (A) 1.00 minus (B) the Class II-P Fraction of all
principal received on or in respect of each Class II-P Mortgage Loan and third,
to Uncertificated REMIC 1 Regular Interest LTB-II, all principal received on or
in respect of each Group II Mortgage Loan that is not a Class II-P Mortgage Loan
and (iii) Uncertificated REMIC 1 Regular Interest LTPO-III, Uncertificated REMIC
1 Regular Interest LTA-III and Uncertificated REMIC 1 Regular Interest LTB-III
with the amount to be distributed allocated among such interests in
accordance with the following priority and amounts: first, to Uncertificated
REMIC 1 Regular Interest LTPO- III, the Class III-P Fraction of all principal
received on or in respect of each Class III-P Mortgage Loan, second, to
Uncertificated REMIC 1 Regular Interest LTA-III, (A) 1.00 minus (B) the Class
III-P Fraction of all principal received on or in respect of each Class III-P
Mortgage Loan and third, to Uncertificated REMIC 1 Regular Interest LTB-III, all
principal received on or in respect of each Group III Mortgage Loan that is not
a Class III-P Mortgage Loan.

                  (c) The portion of the Uncertificated REMIC 1 Regular Interest
Distribution Amounts described in Section 4.08(a)(ii) shall be deemed
distributed by REMIC 1 to REMIC 2 in accordance with the priority assigned to
the Certificates relative to that assigned to the REMIC 1 Certificates under
Section 4.02.

                  (d) In determining from time to time the Uncertificated REMIC
1 Regular Interest LTA-1 Distribution Amount, Uncertificated REMIC 1 Regular
Interest LTB-l Distribution Amount, Uncertificated REMIC 1 Regular Interest
LTA-II Distribution Amount, Uncertificated REMIC 1 Regular Interest LTB-II
Distribution Amount, Uncertificated REMIC 1 Regular Interest LTPO-II

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Distribution Amount, Uncertificated REMIC 1 Regular Interest LTA-III
Distribution Amount, and Uncertificated REMIC 1 Regular Interest LTB-III
Distribution Amount, Realized Losses allocated to the Certificates under Section
4.05 shall be allocated to the Uncertificated REMIC 1 Regular Interests in the
same amounts and priorities as allocated to the Certificates in the
corresponding numerical designation in 4.08(b) above.

                  (e) Notwithstanding the deemed distributions on the
Uncertificated REMIC 1 Regular Interests described in this Section 4.08,
distributions of funds from the Certificate Account shall be made only in
accordance with Section 4.02.

         SECTION 4.09.              Distributions on the Uncertificated REMIC 2
                                    Regular Interests.

                  (a) On each Distribution Date, the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC 2 Regular
Interests, the Uncertificated REMIC 2 Regular Interest Distribution Amounts in
the following order of priority to the extent of Available Funds:

                (i) Uncertificated REMIC 2 Accrued Interest on the
         Uncertificated REMIC 2 Regular Interests for such Distribution Date,
         plus any Uncertificated REMIC 2 Accrued Interest thereon remaining
         unpaid from any previous Distribution Date; and

               (ii) In accordance with the priority set forth in Section
         4.09(b), an amount equal to the sum of the amounts in respect of
         principal distributable on each Class of Certificates under Section
         4.02, as allocated thereto.

                  (b) The amount described in Section 4.09(a)(ii) shall be
deemed distributed to (i) Uncertificated REMIC 2 Regular Interest MTA-I, (ii)
Uncertificated REMIC 2 Regular Interest MTB1-I, (iii) Uncertificated REMIC 2
Regular Interest MTB2-I, (iv) Uncertificated REMIC 2 Regular Interest MTR-I, (v)
Uncertificated REMIC 2 Regular Interest MTA-II, (vi) Uncertificated REMIC 2
Regular Interest MTB1-II, (vii) Uncertificated REMIC 2 Regular Interest MTB2-II,
(viii) Uncertificated REMIC 2 Regular Interest MTPO-II, (ix) Uncertificated
REMIC 2 Regular Interest MTA-III, (x) Uncertificated REMIC 2 Regular Interest
MTB1-III, (xi) Uncertificated REMIC 2 Regular Interest MTB2-III, and (xii)
Uncertificated REMIC 2 Regular Interest MTPO-III, with the amount to be
distributed allocated among such interests in accordance with the priority
assigned to the (i) Class I-A-1 Certificates, (ii) portion of the Class B-1
Certificates allocable to the Group I Mortgage Loans, (iii) the portion of the
Class B-2 Certificates allocable to the Group I Mortgage Loans, (iv) Class A-R-3
Certificates, (v) Class II-A-1 Certificates, (vi) the portion of the Class B-1
Certificates allocable to the Group II Mortgage Loans, (vii) portion of the
Class B-2 Certificates allocable to the Group II Mortgage Loans, (viii) Class
II-P Certificates, (ix) Class III-A-1 Certificates, (x) the portion of the Class
B-1 Certificates allocable to the Group III Mortgage Loans, (xi) portion of the
Class B-2 Certificates allocable to the Group III Mortgage Loans, and (xii)
Class III-P Certificates, respectively, under Section 4.02 until the
Uncertificated Principal Balance of each such interest is reduced to zero.

                  (c) The portion of the Uncertificated REMIC 2 Regular Interest
Distribution Amounts described in Section 4.09(a)(ii) shall be deemed
distributed by REMIC 2 to REMIC 3 in

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accordance with the priority assigned to the REMIC 3 Certificates relative to
that assigned to the REMIC 2 Certificates under Section 4.02.

                  (d) In determining from time to time the Uncertificated REMIC
2 Regular Interest MTA-I Distribution Amount, Uncertificated REMIC 2 Regular
Interest MTB1-I Distribution Amount, Uncertificated REMIC 2 Regular Interest
MTB2-I Distribution Amount, Uncertificated REMIC 2 Regular Interest MTR-I
Distribution Amount, Uncertificated REMIC 2 Regular Interest MTA-II Distribution
Amount, Uncertificated REMIC 2 Regular Interest MTB1-II Distribution Amount,
Uncertificated REMIC 2 Regular Interest MTB2-II Distribution Amount,
Uncertificated REMIC 2 Regular Interest MTPO-II Distribution Amount,
Uncertificated REMIC 2 Regular Interest MTA-III Distribution Amount,
Uncertificated REMIC 2 Regular Interest MTB1-III Distribution Amount,
Uncertificated REMIC 2 Regular Interest MTB2-III Distribution Amount and
Uncertificated REMIC 2 Regular Interest MTPO-III Distribution Amount, Realized
Losses allocated to the Certificates under Section 4.05 shall be allocated to
the Uncertificated REMIC 2 Regular Interests in the same amounts and priorities
as allocated to the Certificates in the corresponding numerical designation in
4.09(b) above.

                  (e) Notwithstanding the deemed distributions on the
Uncertificated REMIC 2 Regular Interests described in this Section 4.09,
distributions of funds from the Certificate Account shall be made only in
accordance with Section 4.02.

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                                    ARTICLE V

                                THE CERTIFICATES

         SECTION 5.01.              The Certificates.

                  The Certificates shall be substantially in the forms attached
hereto as exhibits. The Certificates shall be issuable in registered form, in
the minimum denominations, integral multiples in excess thereof (except that one
Certificate in each Class may be issued in a different amount which must be in
excess of the applicable minimum denomination) and aggregate denominations per
Class set forth in the Preliminary Statement.

                  Subject to Section 9.02 respecting the final distribution on
the Certificates, on each Distribution Date the Trustee shall make distributions
to each Certificateholder of record on the preceding Record Date either (x) by
wire transfer in immediately available funds to the account of such holder at a
bank or other entity having appropriate facilities therefor, if (i) such Holder
has so notified the Trustee at least five Business Days prior to the related
Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate,
(B) 100% of the Class Principal Balance of any Class of Certificates or (C)
Certificates of any Class with aggregate principal Denominations of not less
than $1,000,000 or (y) by check mailed by first class mail to such
Certificateholder at the address of such holder appearing in the Certificate
Register. Payments to the Certificate Insurer shall be made by wire transfer of
immediately accessible funds.

                  The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer upon the written
order of the Depositor. Certificates bearing the manual or facsimile signatures
of individuals who were, at the time such signatures were affixed, authorized to
sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such
individuals or any of them have ceased to be so authorized prior to the
countersignature and delivery of any such Certificates or did not hold such
offices at the date of such Certificate. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless countersigned
by the Trustee by manual signature, and such countersignature upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly executed and delivered hereunder. All Certificates
shall be dated the date of their countersignature. On the Closing Date, the
Trustee shall countersign the Certificates to be issued at the written direction
of the Depositor, or any affiliate thereof.

                  The Depositor shall provide, or cause to be provided, to the
Trustee on a continuous basis, an adequate inventory of Certificates to
facilitate transfers.

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restriction or transfer imposed
under Article V of this Agreement or under applicable law with respect to any
transfer of any Certificate, or any interest therein, other than to require
delivery of the certification(s) and/or opinions of counsel described in Article
V applicable with respect to changes in registration of record ownership of
Certificates in the Certificate Register.

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The Trustee shall have no liability for transfers, including transfers made
through the book-entry facilities of the Depository or between or among
Depository Participants or beneficial owners of the Certificates made in
violation of applicable restrictions.

         SECTION 5.02.              Certificate Register; Registration of
                                    Transfer and Exchange of Certificates.

                  (a) The Trustee shall maintain, or cause to be maintained in
accordance with the provisions of Section 5.06, a Certificate Register for the
Trust Fund in which, subject to the provisions of subsections (b) and (c) below
and to such reasonable regulations as it may prescribe, the Trustee shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. Upon surrender for registration of transfer of
any Certificate, the Trustee shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class and aggregate Percentage Interest.

                  At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
holder thereof or his attorney duly authorized in writing.

                  No service charge to the Certificateholders shall be made for
any registration of transfer or exchange of Certificates, but 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 may be required.

                  All Certificates surrendered for registration of transfer or
exchange shall be canceled and subsequently disposed of by the Trustee in
accordance with the Trustee's customary procedures.

                  (b) No transfer of a Private Certificate shall be made unless
such transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such state securities laws. Except
in connection with any transfer of a Private Certificate by the Depositor to any
affiliate, in the event that a transfer is to be made in reliance upon an
exemption from the Securities Act and such laws, in order to assure compliance
with the Securities Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder's prospective transferee shall each
certify to the Trustee in writing the facts surrounding the transfer in
substantially the form set forth in Exhibit J (the "TRANSFEROR CERTIFICATE") and
(i) deliver a letter in substantially the form of either Exhibit K (the
"INVESTMENT LETTER") or Exhibit L (the "RULE 144A LETTER") or (ii) there shall
be delivered to the Trustee at the expense of the transferor an Opinion of
Counsel that such transfer may be made pursuant to an exemption from the
Securities Act. The Depositor shall provide to any Holder of a Private
Certificate and any prospective transferee designated by any such Holder,
information regarding the related Certificates and the Mortgage

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Loans and such other information as shall be necessary to satisfy the condition
to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate
without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A. The Trustee and the Servicer shall
cooperate with the Depositor in providing the Rule 144A information referenced
in the preceding sentence, including providing to the Depositor such information
regarding the Certificates, the Mortgage Loans and other matters regarding the
Trust Fund as the Depositor shall reasonably request to meet its obligation
under the preceding sentence. Each Holder of a Private Certificate desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Seller and the 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 an ERISA-Restricted Certificate shall be made
unless the Trustee shall have received either (i) a representation from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee (in the event such Certificate is a Private
Certificate or a Residual Certificate, such requirement is satisfied only by the
Trustee's receipt of a representation letter from the transferee substantially
in the form of Exhibit K or Exhibit L), to the effect that such transferee is
not an employee benefit plan or arrangement subject to Section 406 of ERISA or a
plan subject to Section 4975 of the Code, nor a person acting on behalf of any
such plan or arrangement nor using the assets of any such plan or arrangement to
effect such transfer, or (ii) in the case of any such ERISA-Restricted
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code
(or comparable provisions of any subsequent enactments), or a trustee of any
such plan or any other person acting on behalf of any such plan or arrangement
or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory
to the Trustee, which Opinion of Counsel shall not be an expense of either the
Trustee or the Trust Fund, addressed to the Trustee, to the effect that the
purchase or holding of such ERISA-Restricted Certificate will not result in the
assets of the Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA and the Code and will not subject the
Trustee or the Servicer to any obligation in addition to those expressly
undertaken in this Agreement or to any liability. For purposes of the preceding
sentence, with respect to an ERISA-Restricted Certificate that is not a Private
Certificate or a Residual Certificate, in the event the representation letter
referred to in the preceding sentence is not furnished, such representation
shall be deemed to have been made to the Trustee by the transferee's (including
an initial acquiror's) acceptance of the ERISA-Restricted Certificates.
Notwithstanding anything else to the contrary herein, any purported transfer of
an ERISA-Restricted Certificate to or on behalf of an employee benefit plan
subject to ERISA or to the Code without the delivery to the Trustee of an
Opinion of Counsel satisfactory to the Trustee as described above shall be void
and of no effect.

                  To the extent permitted under applicable law (including, but
not limited to, ERISA), the Trustee shall be under no liability to any Person
for any registration of transfer of any ERISA-Restricted Certificate that is in
fact not permitted by this Section 5.02(b) or for making any payments due on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the transfer
was registered by the Trustee in accordance with the foregoing requirements.

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                  (c) 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 the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:

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

                  (ii) No Ownership Interest in a Residual Certificate may be
         registered on the Closing Date or thereafter transferred, and the
         Trustee shall not register the Transfer of any Residual Certificate
         unless, in addition to the certificates required to be delivered to the
         Trustee under subparagraph (b) above, the Trustee shall have been
         furnished with an affidavit (a "TRANSFER AFFIDAVIT") of the initial
         owner or the proposed transferee in the form attached hereto as Exhibit
         I.

                  (iii) Each Person holding or acquiring any Ownership Interest
         in a Residual Certificate shall agree (A) to obtain a Transfer
         Affidavit from any other Person to whom such Person attempts to
         Transfer its Ownership Interest in a Residual Certificate, (B) to
         obtain a Transfer Affidavit from any Person for whom such Person is
         acting as nominee, trustee or agent in connection with any Transfer of
         a Residual Certificate and (C) not to Transfer its Ownership Interest
         in a Residual Certificate or to cause the Transfer of an Ownership
         Interest in a Residual Certificate to any other Person if it has actual
         knowledge that such Person is not a Permitted Transferee.

                  (iv) Any attempted or purported Transfer of any Ownership
         Interest in a Residual Certificate in violation of the provisions of
         this Section 5.02(c) shall be absolutely null and void and shall vest
         no rights in the purported Transferee. If any purported transferee
         shall become a Holder of a Residual Certificate in violation of the
         provisions of this Section 5.02(c), then the last preceding Permitted
         Transferee shall be restored to all rights as Holder thereof
         retroactive to the date of registration of Transfer of such Residual
         Certificate. The Trustee shall be under no liability to any Person for
         any registration of Transfer of a Residual Certificate that is in fact
         not permitted by Section 5.02(b) and this Section 5.02(c) or for making
         any payments due on such Certificate to the Holder thereof or taking
         any other action with respect to such Holder under the provisions of
         this Agreement so long as the Transfer was registered after receipt of
         the related Transfer Affidavit, Transferor Certificate and either the
         Rule 144A Letter or the Investment Letter. The Trustee shall be
         entitled but not obligated to recover from any Holder of a Residual
         Certificate that was in fact not a Permitted Transferee at the time it
         became a Holder or, at such subsequent time as it became other than a
         Permitted Transferee, all payments made on such Residual Certificate at
         and after either such time. Any such payments so recovered by the
         Trustee shall be paid and delivered by the Trustee to the last
         preceding Permitted Transferee of such Certificate.

                  (v) The Depositor shall use its best efforts to make
         available, upon receipt of written request from the Trustee, all
         information necessary to compute any tax imposed

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         under Section 860E(e) of the Code as a result of a Transfer of an
         Ownership Interest in a Residual Certificate to any Holder who is not a
         Permitted Transferee.

                  The restrictions on Transfers of a Residual Certificate set
forth in this Section 5.02(c) shall cease to apply (and the applicable portions
of the legend on a Residual Certificate may be deleted) with respect to
Transfers occurring after delivery to the Trustee of an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trust Fund, the Trustee,
the Seller or the Servicer, to the effect that the elimination of such
restrictions will not cause the Trust Fund hereunder to fail to qualify as a
REMIC at any time that the Certificates are outstanding or result in the
imposition of any tax on the Trust Fund, a Certificateholder or another Person.
Each Person holding or acquiring any Ownership Interest in a Residual
Certificate hereby consents to any amendment of this Agreement which, based on
an Opinion of Counsel furnished to the Trustee, is reasonably necessary (a) to
ensure that the record ownership of, or any beneficial interest in, a Residual
Certificate is not transferred, directly or indirectly, to a Person that is not
a Permitted Transferee and (b) to provide for a means to compel the Transfer of
a Residual Certificate which is held by a Person that is not a Permitted
Transferee to a Holder that is a Permitted Transferee.

                  (d) The preparation and delivery of all certificates and
opinions referred to above in this Section 5.02 in connection with transfer
shall be at the expense of the parties to such transfers.

                  (e) Except as provided below, the Book-Entry Certificates
shall at all times remain registered in the name of the Depository or its
nominee and at all times: (i) registration of the Certificates may not be
transferred by the Trustee except to another Depository; (ii) the Depository
shall maintain book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Book-Entry Certificates; (iii)
ownership and transfers of registration of the Book-Entry Certificates on the
books of the Depository shall be governed by applicable rules established by the
Depository; (iv) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (v) the Trustee shall
deal with the Depository, Depository Participants and indirect participating
firms as representatives of the Certificate Owners of the Book-Entry
Certificates for purposes of exercising the rights of holders under this
Agreement, and requests and directions for and votes of such representatives
shall not be deemed to be inconsistent if they are made with respect to
different Certificate Owners; and (vi) the Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect
to its Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and persons shown on the books of such
indirect participating firms as direct or indirect Certificate Owners.

                  All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owner. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.

                  If (x) (i) the Depository or the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository, and (ii) the Trustee or the
Depositor is unable to locate a qualified successor, (y) the Depositor at its

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option advises the Trustee in writing that it elects to terminate the book-entry
system through the Depository or (z) after the occurrence of an Event of
Default, Certificate Owners representing at least 51% of the Certificate Balance
of the Book-Entry Certificates together advise the Trustee and the Depository
through the Depository Participants 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 Trustee shall notify all Certificate Owners, through
the Depository, of the occurrence of any such event and of the availability of
definitive, fully-registered Certificates (the "DEFINITIVE CERTIFICATES") to
Certificate Owners requesting the same. Upon surrender to the Trustee of the
related Class of Certificates by the Depository, accompanied by the instructions
from the Depository for registration, the Trustee shall issue the Definitive
Certificates. None of the Sellers, the Servicer, the Depositor or the Trustee
shall be liable for any delay in delivery of such instruction and each may
conclusively rely on, and shall be protected in relying on, such instructions.
The Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates.
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 Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder; provided
that the Trustee shall not by virtue of its assumption of such obligations
become liable to any party for any act or failure to act of the Depository.

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

                  If (a) any mutilated Certificate is surrendered to the
Trustee, or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there is delivered to the
Trustee (and the Certificate Insurer with respect to the Insured Certificates)
such security or indemnity as may be required by it to hold it harmless, then,
in the absence of notice to the Trustee that such Certificate has been acquired
by a bona fide purchaser, the Trustee shall execute, countersign and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Class, tenor and Percentage Interest. In
connection with the issuance of any new Certificate under this Section 5.03, the
Trustee may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Any replacement Certificate issued pursuant to this Section 5.03 shall
constitute complete and indefeasible evidence of ownership, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

         SECTION 5.04.              Persons Deemed Owners.

                  The Servicer, the Trustee (and the Certificate Insurer with
respect to the Insured Certificates) and any agent of the Servicer (and the
Certificate Insurer with respect to the Insured Certificates) or the Trustee may
treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in this
Agreement and for all other purposes whatsoever, and none of the Servicer (and
the Certificate Insurer with respect to the Insured Certificates), the Trustee
or any agent of the Servicer (and the Certificate Insurer with respect to the
Insured Certificates) or the Trustee shall be affected by any notice to the
contrary.

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         SECTION 5.05.              Access to List of Certificateholders' Names
                                    and Addresses.

                  If three or more Certificateholders (a) request such
information in writing from the Trustee, (b) state that such Certificateholders
desire to communicate with other Certificateholders with respect to their rights
under this Agreement or under the Certificates, and (c) provide a copy of the
communication which such Certificateholders propose to transmit, or if the
Depositor or the Servicer shall request such information in writing from the
Trustee, then the Trustee shall, within ten Business Days after the receipt of
such request, provide the Depositor, the Servicer or such Certificateholders at
such recipients' expense the most recent list of the Certificateholders of such
Trust Fund held by the Trustee, if any. The Depositor and every
Certificateholder, by receiving and holding a Certificate, agree that the
Trustee shall not be held accountable by reason of the disclosure of any such
information as to the list of the Certificateholders hereunder, regardless of
the source from which such information was derived.

         SECTION 5.06.              Maintenance of Office or Agency.

                  The Trustee will maintain or cause to be maintained at its
expense an office or offices or agency or agencies in Pennsylvania where the
Pool Insurance Policy shall be delivered. The Trustee initially designates its
Corporate Trust Office for such purposes. The Trustee will give prompt written
notice to the Certificateholders of any change in such location of any such
office or agency.

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                                   ARTICLE VI

                   THE DEPOSITOR, THE SELLER AND THE SERVICER

         SECTION 6.01.              Respective Liabilities of the Depositor, the
                                    Sellers and the Servicers.

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

         SECTION 6.02.              Merger or Consolidation of the Depositor,
                                    the Seller or the Servicer.

                  The Depositor, the Seller and the Servicer will each keep in
full effect its existence, rights and franchises as a corporation under the laws
of the United States or under the laws of one of the states thereof and will
each obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, or any
of the Mortgage Loans and to perform its respective duties under this Agreement.
Notwithstanding the foregoing, the Seller or the Servicer may be merged or
consolidated into another Person in accordance with the following paragraph.

                  Any Person into which the Depositor, the Seller or the
Servicer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Depositor, the Seller or the Servicer shall be a
party, or any person succeeding to the business of the Depositor, the Seller or
the Servicer, shall be the successor of the Depositor, the Seller or the related
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 with respect to a merger or consolidation of the Servicer shall
be an institution which is a FNMA or FHLMC approved company in good standing. In
addition to the foregoing, there must be delivered to the Trustee and the
Certificate Insurer a letter from each of the Rating Agencies, determined
without regard to the Certificate Insurance Policy with respect to the Insured
Certificates, to the effect that such merger, conversion or consolidation of the
Servicer will not result in a disqualification, withdrawal or downgrade of the
then current rating of any of the Certificates.

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

                  None of the Depositor, the Seller, the Servicer nor any of the
directors, officers, employees or agents of the Depositor, the Seller or the
Servicer shall be under any liability to 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 Seller, the Servicer or any such
Person against any breach of representations or warranties made by it herein or
protect the Depositor, the Seller, the Servicer or any such Person from any
liability which would otherwise be imposed by reasons of willful

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misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Depositor,
the Seller, the Servicer and any director, officer, employee or agent of the
Depositor, the Seller or the Servicer may rely in good faith on any document of
any kind PRIMA FACIE properly executed and submitted by any Person respecting
any matters arising hereunder. None of the Depositor, the Seller or the Servicer
shall be under any obligation to appear in, prosecute or defend any legal action
that is not incidental to its respective duties hereunder and which in its
opinion may involve it in any expense or liability; PROVIDED, however, that any
of the Depositor, the Seller or the Servicer may in its discretion undertake any
such action that it may deem necessary or desirable in respect of this Agreement
and the rights and duties of the parties hereto and interests of the Trustee and
the Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Seller and the Servicer
shall be entitled to be reimbursed therefor out of the Collection Account.

         SECTION 6.04.              Limitation on Resignation of the Servicer.

                  The Servicer shall not resign from the obligations and duties
hereby imposed on it except (a) upon appointment, pursuant to the provisions of
Section 7.02, of a successor servicer which (i) has a net worth of not less than
$15,000,000 and (ii) is a FNMA or FHLMC approved company in good standing and
receipt by the Trustee and the Certificate Insurer of a letter from each Rating
Agency (determined without regard to the Certificate Insurance Policy with
respect to the Insured Certificates) that such a resignation and appointment
will not result in a qualification, withdrawal or downgrading of the then
current rating of any of the Certificates, or (b) upon determination that its
duties hereunder are no longer permissible under applicable law. Any such
determination under clause (b) permitting the resignation of the Servicer shall
be evidenced by an Opinion of Counsel to such effect delivered to the Trustee
and the Certificate Insurer. No such resignation shall become effective until
the Trustee or a successor servicer shall have assumed the Servicer's
responsibilities, duties, liabilities and obligations hereunder and the
requirements of Section 7.02 have been satisfied.

                                   ARTICLE VII

                                     DEFAULT

         SECTION 7.01.              Events of Default.

                  "Event of Default", wherever used herein, means any one of the
following events:

                  (i) any failure by the Servicer to make any deposit or payment
         required pursuant to this Agreement (including but not limited to
         Advances to the extent required under Section 4.01) which continues
         unremedied for a period of five days after the date upon which written
         notice of such failure, requiring the same to be remedied, shall have
         been given to the Servicer by the Trustee or the Depositor, or to the
         Servicer and the Trustee by the Holders of Certificates having not less
         than 25% of the Voting Rights evidenced by the Certificates; or

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                  (ii) any failure by the Servicer duly to observe or perform in
         any material respect any other of the covenants or agreements on the
         part of the Servicer set forth in this Agreement, or if any of the
         representations and warranties of the Servicer in Section 2.03(a)
         proves to be untrue in any material respect, which failure or breach
         continues unremedied for a period of 30 days after the date on which
         written notice of such failure or breach, requiring the same to be
         remedied, shall have been given to the related Servicer by the Trustee
         or the Depositor, or to the Servicer and the Trustee by the Holders of
         Certificates having not less than 25% of the Voting Rights evidenced by
         the Certificates; or

                  (iii) failure by the Servicer to maintain, if required, its
         license to do business in any jurisdiction where the related Mortgaged
         Property is located; or

                  (iv) a decree or order of a court or agency or supervisory
         authority having jurisdiction for the appointment of a conservator or
         receiver or liquidator in any insolvency, readjustment of debt,
         including bankruptcy, marshaling of assets and liabilities or similar
         proceedings, or for the winding-up or liquidation of its affairs, shall
         have been entered against the Servicer and such decree or order shall
         have remained in force undischarged or unstayed for a period of 60
         consecutive days; or

                  (v) any Servicer shall consent to the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshaling of assets and liabilities or similar proceedings of
         or relating to the Servicer or of or relating to all or substantially
         all of its property; or

                  (vi) the Servicer shall admit in writing its inability to pay
         its debts generally as they become due, file a petition to take
         advantage of or commence a voluntary case under, any applicable
         insolvency, bankruptcy or reorganization statute, make an assignment
         for the benefit of its creditors, voluntarily suspend payment of its
         obligations or cease its normal business operations for three Business
         Days; or

                  Other than an Event of Default resulting from a failure of the
Servicer to make any Advance, if an Event of Default shall occur, then, and in
each and every such case, so long as such Event of Default shall not have been
remedied, the Trustee may, or at the direction of the Holders of Certificates
evidencing not less than 51% of the Voting Rights evidenced by the Certificates,
the Trustee shall by notice in writing to the Servicer (with a copy to each
Rating Agency, the Certificate Insurer and the Pool Insurer), terminate all of
the rights and obligations of the Servicer under this Agreement and in and to
the related Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. If an Event of Default results from the failure of
the Servicer to make an Advance, the Trustee shall, by notice in writing to the
Servicer and the Depositor (with a copy to each Rating Agency, the Certificate
Insurer and the Pool Insurer), terminate all of the rights and obligations of
the Servicer under this Agreement and in and to the related Mortgage Loans and
the proceeds thereof, other than its rights as a Certificateholder hereunder.

                  Upon receipt by the Servicer of such written notice of
termination, all authority and power of the Servicer under this Agreement,
whether with respect to the related Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee or its nominee. Upon written request from the

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Trustee, the Servicer shall prepare, execute and deliver to the successor entity
designated by the Trustee any and all documents and other instruments, place in
such successor's possession all related Mortgage Files, and do or cause to be
done all other acts or things necessary or appropriate to effect the purposes of
such notice of termination, including but not limited to the transfer and
endorsement or assignment of the related Mortgage Loans and related documents,
at the Servicer's sole expense. The Servicer shall cooperate with the Trustee
and such successor in effecting the termination of the Servicer's
responsibilities and rights hereunder, including without limitation, the
transfer to such successor for administration by it of all cash amounts which
shall at the time be credited by the Servicer to the Collection Account or
Escrow Account or thereafter received with respect to the related Mortgage
Loans. The Trustee shall thereupon make any Advance. The Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the related Mortgage Loans and related documents,
or otherwise.

         SECTION 7.02.              Trustee to Act; Appointment of Successor.

                  On and after the time the Servicer receives a notice of
termination pursuant to Section 7.01 of this Agreement or the resignation of the
Servicer pursuant to Section 6.04, the Trustee shall, subject to and to the
extent provided herein and subject to the written approval of the Pool Insurer,
be the successor to the Servicer, but only in its capacity as servicer under
this Agreement, and not in any other, and the transactions set forth herein and
shall be subject to all the responsibilities, duties and liabilities relating
thereto placed on the Servicer by the terms and provisions hereof and applicable
law including the obligation to make Advances pursuant to Section 4.01. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the related Mortgage Loans that the Servicer would have been entitled to charge
to the Collection Account, provided that the terminated Servicer shall
nonetheless be entitled to payment or reimbursement as provided in Section 3.08
to the extent that such payment or reimbursement relates to the period prior to
termination of the Servicer. Notwithstanding the foregoing, if the Trustee has
become the successor to the Servicer in accordance with Section 7.01, the
Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited
by applicable law from making Advances pursuant to 4.01 hereof, or if it is
otherwise unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which does not adversely affect the then current rating of the
Certificates by each Rating Agency (such acknowledgment to be determined without
regard to the Certificate Insurance Policy), as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer hereunder. Any successor to the Servicer shall be
an institution which is a FNMA or FHLMC approved seller/servicer for first and
second loans in good standing, which has a net worth of at least $15,000,000,
which is willing to service the related Mortgage Loans, which is approved in
writing by the Pool Insurer and which executes and delivers to the Depositor and
the Trustee an agreement accepting such delegation and assignment, containing an
assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of the Servicer (other than liabilities of the
Servicer under Section 6.03 hereof incurred prior to termination of the Servicer
under Section 7.01 hereunder), with like effect as if originally named as a
party to this Agreement; PROVIDED that each Rating Agency acknowledges that its
rating of the Certificates

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in effect immediately prior to such assignment and delegation will not be
qualified, withdrawn or downgraded as a result of such assignment and delegation
(without regard to the Certificate Insurance Policy). Pending appointment of a
successor to the Servicer hereunder, the Trustee, unless the Trustee is
prohibited by law from so acting, shall, subject to the limitations described
herein, act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on the related Mortgage Loans as
it and such successor shall agree; PROVIDED, HOWEVER, that no such compensation
shall be in excess of the Servicing Fee. The Trustee and such successor shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. Neither the Trustee nor any other successor
servicer shall be deemed to be in default by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof or any
failure to perform, or any delay in performing, any duties or responsibilities
hereunder, in either case caused by the failure of the Servicer to deliver or
provide, or any delay in delivering or providing, any cash, information,
documents or records to it.

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

                  Any successor to the Servicer shall give notice to the
Mortgagors of such change of servicer and shall, during the term of its service
as servicer, maintain in force the policy or policies that the Servicer is
required to maintain pursuant to this Agreement.

         SECTION 7.03.              Notification to Certificateholders.

                  (a) Upon any termination of or appointment of a successor to
the Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders, Certificate Insurer and to each Rating Agency.

                  (b) Within 60 days after the occurrence of any Event of
Default, the Trustee shall transmit by mail to all Certificateholders notice of
each such Event of Default hereunder actually known to the Trustee, unless such
Event of Default shall have been cured or waived.

         SECTION 7.04.              Termination by the Certificate Insurer.

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                  (a) In addition to the other termination provisions herein,
the Certificate Insurer has the right to terminate all of the Servicer's rights
as servicer hereunder, upon not less than 30 days prior written notice to the
Servicer with a copy to the Trustee, the Pool Insurer and each Rating Agency, if
the Certificate Insurer reasonably determines, after consultation with the
Servicer, that the litigation described in Schedule I to the Insurance Agreement
or any other similar litigation to which the Servicer is a party, including any
final judgement or settlement resulting from such litigation, may, in the good
faith judgment of the Certificate Insurer, reasonably be expected to result in a
material adverse effect on the Servicer's ability to perform its obligations as
servicer under this Agreement. Any such termination will be subject to all
applicable requirements under this Agreement, except as modified in this Section
7.04. Any such termination shall not affect the Servicer's entitlement to
payment or reimbursement as provided in Section 3.08, including for servicing
compensation, to the extent that such payment or reimbursement arises relates to
the period prior to the termination if the Servicer.

                  (b) Notwithstanding the foregoing, no termination under this
Section 7.04 shall be effective until the completion of the purchase of the
rights to service the Mortgage Loans under this Agreement from the Servicer by a
successor servicer, as provided in subsections (d) and (e) below. Following the
date of giving of notice by the Certificate Insurer under subsection (a) above,
the Servicer shall have a period of up to 90 days during which to arrange for
the purchase of the servicing rights by a successor servicer. If the servicing
rights are not purchased during that period, then the Certificate Insurer shall
have an additional period of up to 90 days in which to arrange for the purchase
of the servicing rights from the Servicer by a successor servicer. If the
servicing rights are still not purchased at the end of the second 90 day period,
then the Certificate Insurer's notice of termination under subsection (a) will
be of no further effect.

                  (c) Any successor servicer under this Section 7.04 must be an
institution which is a FNMA or FHLMC approved seller/servicer for first and
second mortgage loans in good standing, which has a net worth of at least
$15,000,000, and which is approved in writing by the Pool Insurer and the
Certificate Insurer. Furthermore, as a condition to the designation of any
successor servicer, each Rating Agency must acknowledge that its rating of the
Certificates in effect immediately prior to such assignment and delegation will
not be qualified, withdrawn or downgraded as a result of such designation
(without regard to the Certificate Insurance Policy). Any successor servicer
shall comply with the second and third paragraphs of Section 7.02. The Trustee
may bid for and become the successor servicer in connection with a termination
under this Section 7.04, but only upon payment of consideration for the purchase
of the rights to service the Mortgage Loans under this Agreement as contemplated
in this Section 7.04. Pending designation of a successor servicer under this
Section 7.04, the Servicer shall continue to act as servicer hereunder, provided
that no termination under Section 7.01 occurs. The Servicer shall cooperate with
the Trustee and the successor servicer in all actions necessary to effectuate
the transfer of servicing responsibilities.

                  (d) In connection with any solicitation or sale of the rights
to service the Mortgage Loans under this Agreement by the Servicer to a
successor servicer, the following procedures shall apply. The Servicer shall
prepare appropriate "request for proposal" materials and shall provide copies
thereof to the Certificate Insurer and the Trustee. The Servicer shall solicit
good faith bids for the rights to service the Mortgage Loans under this
Agreement from at least 3 entities that meet the eligibility criteria of Section
7.02 and are reasonably acceptable to the Trustee, the Pool Insurer

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and the Certificate Insurer; or, if 3 such entities cannot be located, then from
as many entities meeting the above requirements as can be located by the
Servicer. The bid proposal shall require the successful bidder, as a condition
of such bid, to execute an agreement containing an assumption by such entity of
the rights, powers, duties, responsibilities, obligations and liabilities of the
Servicer (other than liabilities of the Servicer under Section 6.03 hereof
incurred prior to termination of the Servicer under Section 7.04 hereunder),
with like effect as if originally named as a party to this Agreement, and
agreeing to accept as compensation the servicing compensation provided in
Section 3.14 herein. The Servicer shall be responsible for all out-of-pocket
expenses incurred in connection with the attempt to sell the rights to service
the Mortgage Loans, as well as any out-of-pocket costs incurred in connection
with the transfer to a successor servicer under this Section 7.04, including any
such costs that are incurred by the Servicer, the Trustee, the Certificate
Insurer or any Custodian.
Subject to the foregoing and to any other outstanding obligations of the
Servicer under this Agreement, the Servicer shall be entitled to receive the net
cash proceeds of the sale of the servicing rights to the successor servicer.

                  (e) Any solicitation or sale of the rights to service the
Mortgage Loans under this Agreement to a successor servicer arranged by the
Certificate Insurer shall be conducted under procedures similar to subsection
(d) above, using "request for proposal" materials prepared by the Servicer. The
bids shall be solicited by the Certificate Insurer, and the Servicer will be
responsible for all out-of-pocket costs of the Certificate Insurer in arranging
or attempting to arrange any such sale.

                  (f) The Certificate Insurer shall be a third party beneficiary
of the provisions of this Section 7.04.

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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

         SECTION 8.01.              Duties of the Trustee.

                  The Trustee, prior to the occurrence of an Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred and remains
uncured, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the conduct
of such person's own affairs.

                  The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they are in
the form required by this Agreement; PROVIDED, HOWEVER, that the Trustee shall
not be responsible for the accuracy or content of any such resolution,
certificate, statement, opinion, report, document, order or other instrument.

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

                  (i) unless an Event of Default actually known to the Trustee
         shall have occurred and be continuing, the duties and obligations of
         the Trustee shall be determined solely by the express provisions of
         this Agreement, the Trustee shall not be liable except for the
         performance of such duties and obligations as are specifically set
         forth in this Agreement, no implied covenants or obligations shall be
         read into this Agreement against the Trustee and the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Agreement which it believed in good faith to be genuine and to
         have been duly executed by the proper authorities respecting any
         matters arising hereunder;

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

                  (iii) the Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith in
         accordance with the direction of Holders of Certificates evidencing not
         less than 25% of the Voting Rights of Certificates relating to the
         time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee under this Agreement.

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         SECTION 8.02.              Certain Matters Affecting the Trustee.

                  Except as otherwise provided in Section 8.01:

                  (i) the Trustee may request and conclusively 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 believed by
         it to be genuine and to have been signed or presented by the proper
         party or parties and the Trustee shall have no responsibility to
         ascertain or confirm the genuineness of any signature of any such party
         or parties;

                  (ii) the Trustee may consult with counsel, financial advisers
         or accountants and the advice of any such counsel, financial advisers
         or accountants 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
         advice or Opinion of Counsel;

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

                  (iv) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, approval, bond or other paper or document, unless requested in
         writing so to do by Holders of Certificates evidencing not less than
         25% of the Voting Rights allocated to each Class of Certificates;

                  (v) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents, affiliates, accountants or attorneys;

                  (vi) the Trustee shall not be required to risk or expend its
         own funds or otherwise incur any financial liability in the performance
         of any of its duties or in the exercise of any of its rights or powers
         hereunder if it shall have reasonable grounds for believing that
         repayment of such funds or adequate indemnity against such risk or
         liability is not assured to it;

                  (vii) the Trustee shall not be liable for any loss on any
         investment of funds pursuant to this Agreement (other than as issuer of
         the investment security);

                  (viii) the Trustee shall not be deemed to have knowledge of an
         Event of Default until a Responsible Officer of the Trustee shall have
         received written notice thereof; and

                  (ix) the Trustee shall be under no obligation to exercise any
         of the trusts, rights or powers vested in it by this Agreement or to
         institute, conduct or defend any litigation hereunder or in relation
         hereto at the request, order or direction of any of the

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         Certificateholders, pursuant to the provisions of this Agreement,
         unless such Certificateholders shall have offered to the Trustee
         reasonable security or indemnity satisfactory to the Trustee against
         the costs, expenses and liabilities which may be incurred therein or
         thereby.

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

                  The recitals contained herein and in the Certificates shall be
taken as the statements of the Depositor or the Seller, as the case may be, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document, or of MERS or the
MERS(R) System, other than with respect to the Trustee's execution and
countersignature of the Certificates. The Trustee shall not be accountable for
the use or application by the Depositor or the Servicer of any funds paid to the
Depositor or the Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Depositor or the Servicer.

         SECTION 8.04.              Trustee May Own Certificates.

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

         SECTION 8.05.              Trustee's Fees and Expenses.

                  The Trustee, as compensation for its activities hereunder,
shall be entitled to withdraw from the Certificate Account on each Distribution
Date prior to making distributions pursuant to Section 4.02 an amount equal to
the Trustee Fee for such Distribution Date. The Trustee and any director,
officer, employee or agent of the Trustee shall be indemnified by the Depositor
and the Servicer and held harmless against any loss, liability or expense
(including reasonable attorney's fees and expenses) (i) incurred in connection
with any claim or legal action relating to (a) this Agreement, (b) the Custodial
Agreement, (c) the Certificates, or (d) the performance of any of the Trustee's
duties hereunder, other than any loss, liability or expense incurred by reason
of willful misfeasance, bad faith or negligence in the performance of any of the
Trustee's duties hereunder or incurred by reason of any action of the Trustee
taken at the direction of the Certificateholders and (ii) resulting from any
error in any tax or information return prepared by the Servicer. Such indemnity
shall survive the termination of this Agreement or the resignation or removal of
the Trustee hereunder. Without limiting the foregoing, the Depositor covenants
and agrees, except as otherwise agreed upon in writing by the Depositor and the
Trustee, and except for any such expense, disbursement or advance as may arise
from the Trustee's negligence, bad faith or willful misconduct, to pay or
reimburse the Trustee, for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Agreement with respect to: (A) the reasonable compensation and the expenses and
disbursements of its counsel not associated with the closing of the issuance of
the Certificates, (B) the reasonable compensation, expenses and disbursements of
any accountant, engineer or appraiser that is not regularly employed by the
Trustee, to the extent that the Trustee must engage such persons to perform acts
or services hereunder and (C) printing and engraving expenses in connection with
preparing any Definitive Certificates.

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Except as otherwise provided herein, the Trustee shall not be entitled to
payment or reimbursement for any routine ongoing expenses incurred by the
Trustee in the ordinary course of its duties as Trustee, Registrar, Tax Matters
Person or Paying Agent hereunder or for any other expenses.

         SECTION 8.06.              Eligibility Requirements for the Trustee.

                  The Trustee hereunder shall at all times be a corporation or
association organized and doing business under the laws of a 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, subject
to supervision or examination by federal or state authority and with a credit
rating which would not cause either of the Rating Agencies to reduce their
respective then current Ratings of the Certificates (or having provided such
security from time to time as is sufficient to avoid such reduction) as
evidenced in writing by each Rating Agency. If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.06 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07. The entity serving as
Trustee may have normal banking and trust relationships with the Depositor and
its affiliates or the Servicer and its affiliates; PROVIDED, HOWEVER, that such
entity cannot be an affiliate of the Seller, the Depositor or the Servicer other
than the Trustee in its role as successor to the Servicer.

         SECTION 8.07.              Resignation and Removal of the Trustee.

                  The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice of resignation to the Depositor,
the Seller, the Certificate Insurer, the Servicer and each Rating Agency not
less than 60 days before the date specified in such notice, when, subject to
Section 8.08, such resignation is to take effect, and acceptance by a successor
trustee in accordance with Section 8.08 meeting the qualifications set forth in
Section 8.06. If no successor trustee meeting such qualifications shall have
been so appointed and have accepted appointment within 30 days after the giving
of such notice of resignation or removal (as provided below), the resigning or
removed Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.

                  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request thereto by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or a tax
is imposed with respect to the Trust Fund by any state in which the Trustee or
the Trust Fund is located and the imposition of such tax would be avoided by the
appointment of a different trustee, then the Depositor may remove the Trustee
and appoint a successor trustee by written instrument, in triplicate, one copy
of which shall be delivered to the Trustee, one copy to the Servicer and the
Seller and one copy to the successor trustee.

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                  The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which shall be
delivered by the successor Trustee to the Servicer and the Seller, one complete
set to the Trustee so removed and one complete set to the successor so
appointed. Notice of any removal of the Trustee shall be given to each Rating
Agency and the Certificate Insurer by the successor trustee. All costs and
expenses incurred by the Trustee in connection with the removal of the Trustee
without cause shall be reimbursed to the Trustee from amounts on deposit in the
Collection Account.

                  Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08.

         SECTION 8.08.              Successor Trustee.

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

                  No successor trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06 and its appointment shall
not adversely affect the then current rating of the Certificates.

                  Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, the Depositor shall mail notice of the succession
of such trustee hereunder to all Holders of Certificates. If the Depositor fails
to mail such notice within 10 days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Depositor.

         SECTION 8.09.              Merger or Consolidation of the Trustee.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated or any corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to the business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 8.06 without the execution or filing of
any paper or 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.

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                  Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust Fund or property securing any Mortgage Note may at
the time be located, the Servicer and the Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider necessary or desirable. If the Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request to do so, or in the case an 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 and no
notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 8.08.

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

                  (i) To the extent necessary to effectuate the purposes of 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 (it being understood that such separate trustee or
         co-trustee is not authorized to act separately without the Trustee
         joining in such act), except to the extent that under any law of any
         jurisdiction in which any particular act or acts are to be performed
         (whether as Trustee hereunder or as successor to the Servicer
         hereunder), the Trustee shall be incompetent or unqualified to perform
         such act or acts, in which event such rights, powers, duties and
         obligations (including the holding of title to the applicable Trust
         Fund or any portion thereof in any such jurisdiction) shall be
         exercised and performed singly by such separate trustee or co-trustee,
         but solely at the direction of the Trustee;

                  (ii) No trustee hereunder shall be held personally liable by
         reason of any act or omission of any other trustee hereunder and such
         appointment shall not, and shall not be deemed to, constitute any such
         separate trustee or co-trustee as agent of the Trustee;

                  (iii) The Trustee may at any time accept the resignation of or
         remove any separate trustee or co-trustee; and

                  (iv) The Depositor, and not the Trustee, shall be liable for
         the payment of reasonable compensation, reimbursement and
         indemnification to any such separate trustee or co-trustee.

                  Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the separate trustees and
co-trustees, when and 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

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the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Servicer and the Depositor.

                  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.              Tax Matters.

                  It is intended that the assets with respect to which the REMIC
elections are to be made, as set forth in the Preliminary Statement, shall
constitute, and that the conduct of matters relating to each such segregated
pool of assets shall be such as to qualify such assets as, a "real estate
mortgage investment conduit" as defined in and in accordance with the Trust Fund
Provisions. In furtherance of such intention, the Trustee covenants and agrees
that it shall act as agent (and the Trustee is hereby appointed to act as agent)
on behalf of the Trust Fund and that in such capacity it shall: (a) prepare and
file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate
Mortgage Investment Conduit Income Tax Return (Form 1066 or any successor form
adopted by the Internal Revenue Service) and prepare and file or cause to be
prepared and filed with the Internal Revenue Service and applicable state or
local tax authorities income tax or information returns for each taxable year
with respect to each of REMIC 1, REMIC 2, and REMIC 3 containing such
information and at the times and in the manner as may be required by the Code or
state or local tax laws, regulations, or rules, and furnish or cause to be
furnished to Certificateholders the schedules, statements or information at such
times and in such manner as may be required thereby; (b) within thirty days of
the Closing Date, furnish or cause to be furnished to the Internal Revenue
Service, on Forms 8811 or as otherwise may be required by the Code, the name,
title, address, and telephone number of the person that the holders of the
Certificates may contact for tax information relating thereto, together with
such additional information as may be required by such form, and update such
information at the time or times in the manner required by the Code; (c) make or
cause to be made elections that the assets of each of REMIC 1, REMIC 2 and REMIC
3 be treated as a REMIC on the federal tax return for its first taxable year
(and, if necessary, under applicable state law); (d) prepare and forward, or
cause to be prepared and forwarded, to the Certificateholders and to the
Internal Revenue Service and, if necessary, state tax authorities, all
information returns and reports as and when required to be provided to them in
accordance with the REMIC Provisions, including without limitation, the
calculation of any original issue discount using the Prepayment Assumption; (e)
provide information necessary for the computation of tax imposed on the transfer
of a Residual Certificate to a Person that is not a Permitted Transferee, or an
agent (including a broker, nominee or other middleman) of a Non-Permitted
Transferee, or a pass-through entity in which a Non- Permitted Transferee is the
record holder of an interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for such tax); (f) to the
extent that they are under its control, conduct matters relating to such assets
at all times that any Certificates are

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outstanding so as to maintain the status as a REMIC under the REMIC Provisions;
(g) not knowingly or intentionally take any action or omit to take any action
that would cause the termination of the REMIC status; (h) pay, from the sources
specified in the last paragraph of this Section 8.11, the amount of any federal
or state tax, including prohibited transaction taxes as described below, imposed
on the Trust Fund prior to its termination when and as the same shall be due and
payable (but such obligation shall not prevent the Trustee or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Trustee from withholding payment of such tax, if permitted
by law, pending the outcome of such proceedings); (i) ensure that federal, state
or local income tax or information returns shall be signed by the Trustee or
such other person as may be required to sign such returns by the Code or state
or local laws, regulations or rules; (j) maintain records relating to the Trust
Fund, including but not limited to the income, expenses, assets and liabilities
thereof and the fair market value and adjusted basis of the assets determined at
such intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns, schedules, statements or information; and (k) as and when
necessary and appropriate, represent the Trust Fund in any administrative or
judicial proceedings relating to an examination or audit by any governmental
taxing authority, request an administrative adjustment as to any taxable year of
the Trust Fund, enter into settlement agreements with any governmental taxing
agency, extend any statute of limitations relating to any tax item of the Trust
Fund, and otherwise act on behalf of the Trust Fund in relation to any tax
matter or controversy involving it.

                  In order to enable the Trustee to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided, to the
Trustee within ten (10) days after the Closing Date all information or data that
the Trustee requests in writing and determines to be relevant for tax purposes
to the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows of
the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide
to the Trustee promptly upon written request therefor any such additional
information or data that the Trustee may, from time to time, reasonably request
in order to enable the Trustee to perform its duties as set forth herein. The
Depositor hereby indemnifies the Trustee for any losses, liabilities, damages,
claims or expenses of the Trustee arising from any errors or miscalculations of
the Trustee that result from any failure of the Depositor to provide, or to
cause to be provided, accurate information or data to the Trustee on a timely
basis.

                  In the event that any tax is imposed on "prohibited
transactions" of the Trust Fund as defined in Section 860F(a)(2) of the Code, on
the "net income from foreclosure property" of the Trust Fund as defined in
Section 860G(c) of the Code, on any contribution to the Trust Fund after the
Startup Day pursuant to Section 860G(d) of the Code, or any other tax is
imposed, including, without limitation, if not paid as otherwise provided for
herein, such tax shall be paid by (i) the Trustee, if any such other tax arises
out of or results from a breach by the Trustee of any of its obligations under
this Agreement, (ii) the Servicer or the Seller, in the case of any such minimum
tax, if such tax arises out of or results from a breach by the Servicer or the
Seller of any of their obligations under this Agreement or (iii) the Seller, if
any such tax arises out of or results from the Seller's obligation to repurchase
a related Mortgage Loan pursuant to Section 2.02 or 2.03 or (iv) in all other
cases, or in the event that the Trustee, the Servicer or Seller fails to honor
its obligations under the preceding clauses (i), (ii) or (iii), any such tax
will be paid with amounts otherwise to be distributed to the Certificateholders,
as provided in Section 4.02.

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         SECTION 8.12.              Periodic Filings.

                  The Trustee shall, on behalf of the Trust Fund, cause to be
filed with the Securities and Exchange Commission any periodic reports required
to be filed under the provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Securities and Exchange Commission
thereunder. In connection with the preparation and filing of such periodic
reports, the Depositor and the Servicer shall timely provide to the Trustee all
material information available to them which is required to be included in such
reports. The Trustee shall have no liability with respect to any failure to
properly prepare or file such periodic reports resulting from or relating to the
Trustee's inability or failure to obtain any information not resulting from its
own negligence or willful misconduct.

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                                   ARTICLE IX

                                   TERMINATION

         SECTION 9.01.              Termination upon Liquidation or Purchase of
                                    the Mortgage Loans.

                  Subject to Section 9.03, the rights, obligations and
responsibilities of the Depositor, the Seller, the Servicer and the Trustee
created hereunder with respect to the Trust Fund shall terminate upon the
earlier of (a) the purchase by the Depositor of all Mortgage Loans (and REO
Properties) remaining at the price equal to the sum of (A) 100% of the Stated
Principal Balance of each Mortgage Loan (other than in respect of REO Property)
plus one month's accrued interest thereon at the applicable Mortgage Rate and
(B) the lesser of (x) the appraised value of any REO Property as determined by
the higher of two appraisals completed by two independent appraisers selected by
the Depositor at the expense of the Depositor and (y) the Stated Principal
Balance of each Mortgage Loan related to any REO Property, in each case plus
accrued and unpaid interest thereon at the applicable Mortgage Rate and (b) the
later of (i) the maturity or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and the
disposition of all REO Property and (ii) the distribution to Certificateholders
and the Certificate Insurer of all amounts required to be distributed to them
pursuant to this Agreement. In no event shall the trusts created hereby continue
beyond the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James's, living on the date hereof. The right to repurchase all
Mortgage Loans and REO Properties pursuant to clause (a) above shall be
conditioned upon the aggregate Stated Principal Balance of the Mortgage Loans at
the time of any such repurchase, aggregating less than five percent of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans and the payment
to the Certificate Insurer of all amounts due to it.

         SECTION 9.02.              Final Distribution on the Certificates.

                  If on any Determination Date, the Trustee determines that
there are no Outstanding Mortgage Loans and no other funds or assets in the
Trust Fund other than the funds in the Collection Accounts and Certificate
Account, the Trustee shall promptly send a final distribution notice to each
Certificateholder and the Certificate Insurer. If the Depositor elects to
terminate the Trust Fund pursuant to Section 9.01, at least 20 days prior to the
date notice is to be mailed to the affected Certificateholders the Depositor
shall notify the Servicer and the Certificate Insurer and the Trustee of the
date the Depositor intends to terminate the Trust Fund and of the applicable
repurchase price of the Mortgage Loans and REO Properties.

                  Notice of any termination of the Trust Fund, specifying the
Distribution Date on which Certificateholders shall surrender their Certificates
for payment of the final distribution and cancellation, shall be given promptly
by the Trustee by letter to Certificateholders mailed not earlier than the 10th
day and not later than the 15th day of the month next preceding the month of
such final distribution. Any such notice shall specify (a) the Distribution Date
upon which final distribution on the Certificates will be made upon presentation
and surrender of Certificates at the office therein designated, (b) the amount
of such final distribution, (c) the location of the office or agency at which
such presentation and surrender must be made, and (d) that the Record Date
otherwise applicable

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to such Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office therein specified.
The Trustee shall give such notice to each Rating Agency at the time such notice
is given to Certificateholders.

                  Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed to the Certificateholders of each Class,
in each case on the final Distribution Date and in the order set forth in
Section 4.02, in the case of the Certificateholders, in proportion to their
respective Percentage Interests, with respect to Certificateholders of the same
Class, an amount equal to (i) as to each Class of Regular Certificates, the
Certificate Balance thereof plus (a) accrued interest thereon (or on their
Notional Amount, if applicable) in the case of an interest-bearing Certificate,
and (b) any Class II-P Deferred Amounts in the case of the Class II-P
Certificates and any Class III-P Deferred Amounts in the case of the Class III-P
Certificates allocated to such Classes of Certificates and (ii) as to the
Residual Certificates, the amount, if any, which remains on deposit in the
Collection Accounts (other than the amounts retained to meet claims) after
application pursuant to clause (i) above.

                  In the event that any affected Certificateholders shall not
surrender Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets which remain a part of the Trust Fund. If within one year after the
second notice all Certificates shall not have been surrendered for cancellation,
the Class A-R Certificateholders shall be entitled to all unclaimed funds and
other assets of the Trust Fund concurrently on a pro rata basis.

         SECTION 9.03.              Additional Termination Requirements.

                  (a) In the event that the Depositor exercises its purchase
option with respect to the Mortgage Loans as provided in Section 9.01, at such
time as the Mortgage Loans are so purchased, the Trust Fund shall be terminated
in accordance with the following additional requirements, unless the Trustee has
been supplied with an Opinion of Counsel, at the expense of the Depositor, to
the effect that the failure to comply with the requirements of this Section 9.03
will not (i) result in the imposition of taxes on "prohibited transactions" on
any REMIC as defined in Section 860F of the Code, or (ii) cause REMIC 1, REMIC 2
or REMIC 3 to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

                           (1)      Within 90 days prior to the final
                                    Distribution Date set forth in the notice
                                    given by the Trustee under Section 9.02, the
                                    Depositor shall prepare and the Trustee, at
                                    the expense of the Depositor, shall adopt a
                                    plan of complete liquidation within the
                                    meaning of Section 860F(a)(4) of the Code
                                    which, as evidenced by an Opinion of Counsel
                                    (which opinion shall not be an expense of
                                    the Trustee, the

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                                    Tax Matters Person or the Trust Fund), meets
                                    the requirements of a qualified liquidation;

                           (2)      Within 90 days after the time of adoption of
                                    such a plan of complete liquidation, the
                                    Trustee shall sell all of the assets of the
                                    Trust Fund to the Depositor for cash in
                                    accordance with Section 9.01; and

                                            On the date specified for final
                                    payment of the Certificates, the Trustee
                                    shall, after payment of any unreimbursed
                                    Advances, Servicing Advances, Servicing Fees
                                    or other fee compensation payable to the
                                    Servicer pursuant to this Agreement, make
                                    final distributions of principal and
                                    interest on the Certificates in accordance
                                    with Section 4.02 and distribute or credit,
                                    or cause to be distributed or credited, to
                                    the Holders of the Residual Certificates all
                                    cash on hand after such final payment (other
                                    than the cash retained to meet claims), and
                                    the Trust Fund (and any REMIC) shall
                                    terminate at that time.

                  (b) The Trustee as agent for REMIC 1, REMIC 2 and REMIC 3
hereby agrees to adopt and sign such a plan of complete liquidation upon the
written request of the Depositor, and the receipt of the Opinion of Counsel
referred to in Section 9.03(a)(1) and to take such other action in connection
therewith as may be reasonably requested by the Depositor.

                  (c) By their acceptance of the Certificates, the Holders
thereof hereby authorize the Depositor to prepare and the Trustee to adopt and
sign a plan of complete liquidation.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

         SECTION 10.01.             Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Servicer, the Seller and the Trustee without the consent of any
of the Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct
any defective provision herein or to supplement any provision herein which may
be inconsistent with any other provision herein, (iii) to add to the duties of
the Depositor, the Seller or the Servicer, (iv) to add any other provisions with
respect to matters or questions arising hereunder or (v) to modify, alter,
amend, add to or rescind any of the terms or provisions contained in this
Agreement; PROVIDED that any action pursuant to clauses (iv) or (v) above shall
not, as evidenced by an Opinion of Counsel (which Opinion of Counsel shall not
be an expense of the Trustee or the Trust Fund, but shall be at the expense of
the party proposing such amendment), adversely affect in any material respect
the interests of any Certificateholder; PROVIDED, HOWEVER, that no such Opinion
of Counsel shall be required if the Person requesting the amendment obtains a
letter from each Rating Agency (determined without regard to the Certificate
Insurance Policy) stating that the amendment would not result in the downgrading
or withdrawal of the respective ratings then assigned to the Certificates; it
being understood and agreed that any such

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letter in and of itself will not represent a determination as to the materiality
of any such amendment and will represent a determination only as to the credit
issues affecting any such rating. The Trustee, the Depositor, the Seller and the
Servicer also may at any time and from time to time amend this Agreement without
the consent of the Certificateholders to modify, eliminate or add to any of its
provisions to such extent as shall be necessary or helpful to (i) maintain the
qualification of REMIC 1, REMIC 2 or REMIC 3 as a REMIC under the Code, (ii)
avoid or minimize the risk of the imposition of any tax on the Trust Fund
pursuant to the Code that would be a claim at any time prior to the final
redemption of the Certificates or (iii) comply with any other requirements of
the Code, PROVIDED that the Trustee and the Certificate Insurer have been
provided an Opinion of Counsel, which opinion shall be an expense of the party
requesting such opinion but in any case shall not be an expense of the Trustee
or the Trust Fund, to the effect that such action is necessary or helpful to, as
applicable, (i) maintain such qualification, (ii) avoid or minimize the risk of
the imposition of such a tax or (iii) comply with any such requirements of the
Code.

                  This Agreement may also be amended from time to time by the
Depositor, the Servicer, the Seller and the Trustee with the consent of the
Holders of a Majority in Interest of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; PROVIDED, HOWEVER, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments 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 clause (i), without the consent of the Holders of Certificates
of such Class evidencing, as to such Class, Percentage Interests aggregating
66%, or (iii) reduce the aforesaid percentages of Certificates the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all such Certificates then outstanding. Any amendments to this
Agreement shall be subject to Section 4.07(r).

                  Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it and the
Certificate Insurer shall have first received an Opinion of Counsel, which
opinion shall not be an expense of the Trustee or the Trust Fund, but shall be
at the expense of the party preparing such amendment, to the effect that such
amendment will not cause the imposition of any tax on the Trust Fund or the
Certificateholders or cause REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a
REMIC at any time that any Certificates are outstanding.

                  Promptly after the execution of any amendment to this
Agreement, the Trustee shall furnish written notification of the substance or a
copy of such amendment to each Certificateholder if the consent of
Certificateholders was required, the Certificate Insurer and each Rating Agency.

                  It shall not be necessary for the consent of
Certificateholders under this Section 10.01 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 may prescribe.

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                  Nothing in this Agreement shall require the Trustee to enter
into an amendment without receiving an Opinion of Counsel (which Opinion shall
not be an expense of the Trustee or the Trust Fund), satisfactory to the Trustee
that (i) such amendment is permitted and is not prohibited by this Agreement and
that all requirements for amending this Agreement have been complied with; and
(ii) either (A) the amendment does not adversely affect in any material respect
the interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 10.01.

         SECTION 10.02.             Recordation of Agreement; Counterparts.

                  This Agreement (other than Schedule IA) is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Depositor at its expense, but only upon direction by the Trustee 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 10.03.             Governing Law.

                  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         SECTION 10.04.             [Reserved]

         SECTION 10.05.             Notices.

                  (a) The Trustee shall use its best efforts to promptly provide
notice to each Rating Agency and the Certificate 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 Event of Default that
                                    has not been cured;

                           (3)      The resignation or termination of the
                                    Servicer or the Trustee and the appointment
                                    of any successor;

                                       121

<PAGE>



                           (4)      The repurchase or substitution of Mortgage
                                    Loans pursuant to Sections 2.02 and 2.03;
                                    and

                           (5)      The final payment to Certificateholders.

                  In addition, the Trustee shall promptly furnish to each Rating
Agency and the Certificate Insurer copies of the following to the extent such
items are in its possession:

                           (1)      Each report to Certificateholders described
                                    in Section 4.06 and 3.19;

                           (2)      Each annual statement as to compliance
                                    described in Section 3.16;

                           (3)      Each annual independent public accountants'
                                    servicing report described in Section 3.17;
                                    and

                           (4)      Any notice of a purchase of a Mortgage Loan
                                    pursuant to Section 2.02, 2.03 or 3.11.

                  All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when delivered to (a) in the
case of the Depositor and the Seller, Eleven Madison Avenue, 4th Floor, New
York, New York 10010, Attention: Helaine Hebble (with a copy to DLJ Mortgage
Acceptance Corp., Eleven Madison Avenue, 4th Floor, New York, New York 10010,
Attention: Office of the General Counsel), (b) in the case of the Trustee, the
Corporate Trust Office or such other address as the Trustee may hereafter
furnish to the Depositor and the Servicer, (c) in the case of the Servicer, 1776
SW Madison, Portland, Oregon 97205 Attention: Memmott, with a copy to Stoel
Rives LLP, 900 SW Fifth, Portland, Oregon 97204 Attention: Gary Barnum or such
other address as may be hereafter furnished in writing to the Depositor and the
Trustee by the Servicer, (d) in the case of each of the Rating Agencies, the
address specified therefor in the definition corresponding to the name of such
Rating Agency and (e) in the case of the Certificate Insurer, at the address
specified in Section 4.07(n). Notices to Certificateholders shall be deemed
given when mailed, first class postage prepaid, to their respective addresses
appearing in the Certificate Register.

         SECTION 10.06.             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 10.07.             Assignment.

                  Notwithstanding anything to the contrary contained herein,
except as provided in Sections 6.02 and 6.04, this Agreement may not be assigned
by the Servicer without the prior written consent of the Trustee and Depositor;
PROVIDED, HOWEVER, that neither the Depositor nor the Trustee

                                       122

<PAGE>



shall consent to any such assignment unless each Rating Agency has confirmed in
writing (determined without regard to the Certificate Insurance Policy) that
such assignment will not cause a reduction or withdrawal of the ratings then
assigned by it to any Class of Certificates.

         SECTION 10.08.             Limitation on Rights of Certificateholders.

                  The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the trust created hereby, nor entitle
such Certificateholder's legal representative or heirs to claim an accounting or
to take any action or commence any proceeding in any court for a petition or
winding up of the trust created hereby, or 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
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth or contained in the terms of 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 party 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 or by
availing itself of any provisions of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of an Event of Default and of the continuance thereof, as herein
provided, and unless the Holders of Certificates evidencing not less than 25% of
the Voting Rights evidenced by the Certificates shall also have made written
request to the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses, and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the 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
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 10.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

         SECTION 10.09.             Certificates Nonassessable and Fully Paid.

                  It is the intention of the Depositor that Certificateholders
shall not be personally liable for obligations of the Trust Fund, that the
interests in the Trust Fund represented by the Certificates shall be
nonassessable for any reason whatsoever, and that the Certificates, upon due
authentication thereof by the Trustee pursuant to this Agreement, are and shall
be deemed fully paid.

                                       123

<PAGE>


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

                                            DLJ MORTGAGE ACCEPTANCE CORP.,
                                            as Depositor


                                            By:________________________________
                                            Name:
                                            Title:


                                            THE CHASE MANHATTAN BANK
                                            as Trustee


                                            By:________________________________
                                            Name:
                                            Title:


                                            DLJ MORTGAGE CAPITAL, INC.,
                                            as the Seller


                                            By:________________________________
                                            Name:
                                            Title:


                                            WILSHIRE CREDIT CORPORATION,
                                            as the Servicer


                                            By:________________________________
                                            Name:
                                            Title:




                          [NOTARY PAGES TO BE ATTACHED]

<PAGE>

                                    EXHIBIT A

                          [FORM OF SENIOR CERTIFICATE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

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




                                       A-1

<PAGE>



Certificate No.                     :       [__]

Cut-off Date                        :       January 1, 2001

First Distribution Date             :       February 26, 2001

Initial Certificate Balance
of this Certificate
("Denomination")                    :       $[__________]

Initial Certificate Balances
of all Certificates
of this Class                       :       $[__________]

CUSIP                               :       [___________]

Interest Rate                       :       [___]%

Maturity Date                       :       [___________]


                          DLJ MORTGAGE ACCEPTANCE CORP.
                            CSFB Trust Series 2001-S3
             CSFB Mortgage Pass-Through Certificates, Series 2001-S3
                                 Class [_______]

     evidencing a percentage interest in the distributions allocable to the
     Certificates  of the  above-referenced  Class with  respect to a Trust
     Fund  consisting  primarily of a pool of  conventional  mortgage loans
     (the "Mortgage  Loans") secured by fixed rate, second lien residential
     mortgage loans.

                   DLJ Mortgage Acceptance Corp., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate is payable solely
from the assets of the Trust and does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Servicer or
the Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Certificates of
the Class to which this Certificate belongs) in certain monthly


                                       A-2

<PAGE>



distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by DLJ Mortgage Acceptance Corp. (the "Depositor"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement") among the Depositor, DLJ Mortgage
Capital, Inc. as seller ("DLJMC"), Wilshire Credit Corporation as servicer
("Wilshire") and The Chase Manhattan Bank as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned to such terms 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.

     Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.



                                       A-3

<PAGE>



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

Dated:  January 30, 2001.

                                             THE CHASE MANHATTAN BANK,
                                             as Trustee


                                             By _______________________________


Countersigned:


By _______________________________
      Authorized Signatory of
      THE CHASE MANHATTAN BANK,
      as Trustee




                                       A-4

<PAGE>



                                    EXHIBIT B

                        [FORM OF SUBORDINATE CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

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

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE [BUT NOT IF THE DEPOSITOR DELIVERS TO THE
TRUSTEE AN OFFICER'S CERTIFICATE TO THE EFFECT THAT SUCH RESTRICTIONS NO LONGER
APPLY] EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE,
OR, IF THE PURCHASER IS AN INSURANCE COMPANY, A REPRESENTATION IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR AN OPINION OF COUNSEL
IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF
THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR
TO THE CODE WITHOUT THE OFFICER'S CERTIFICATE OR THE OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.

[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED ("THE ACT").  ANY RESALE OR TRANSFER OF THIS CERTIFICATE
WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT


                                       B-1

<PAGE>



AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]

Certificate No.                     :       [__]

Cut-off Date                        :        January 1, 2001

First Distribution Date             :       February 26, 2001

Initial Certificate Balance
of this Certificate
("Denomination")                    :        $[________]

Initial Certificate Balances
of all Certificates
of this Class                       :        $[_________]

CUSIP                               :       [_______]

Interest Rate                       :        [___]%

Maturity Date                       :        [______________]


                          DLJ MORTGAGE ACCEPTANCE CORP.
                            CSFB Trust Series 2001-S3
             CSFB Mortgage Pass-Through Certificates, Series 2001-S3
                                 Class [_______]

     evidencing a percentage interest in the distributions allocable to the
     Certificates  of the  above-referenced  Class with  respect to a Trust
     Fund  consisting  primarily of a pool of  conventional  mortgage loans
     (the "Mortgage  Loans") secured by fixed rate, second lien residential
     mortgage loans.

                   DLJ Mortgage Acceptance Corp., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate is payable solely
from the assets of the Trust and does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Servicer or
the Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.



                                       B-2

<PAGE>



     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Certificates of
the Class to which this Certificate belongs) in certain monthly distributions
with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by DLJ Mortgage Acceptance Corp. (the "Depositor"). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement") among the Depositor, DLJ Mortgage
Capital, Inc. as seller ("DLJMC"), Wilshire Credit Corporation as servicer
("Wilshire") and The Chase Manhattan Bank as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned to such terms 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.

     [No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such laws. In the event that a
transfer is to be made in reliance upon an exemption from the Securities Act and
such laws, in order to assure compliance with the Securities Act and such laws,
the Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trustee in
writing the facts surrounding the transfer. In the event that such a transfer is
to be made within three years from the date of the initial issuance of
Certificates pursuant hereto, there shall also be delivered (except in the case
of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee an
Opinion of Counsel that such transfer may be made pursuant to an exemption from
the Securities Act and such state securities laws, which Opinion of Counsel
shall not be obtained at the expense of the Trustee, the Seller, the Servicer or
the Depositor. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.]

     Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.



                                       B-3

<PAGE>



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

Dated:  January 30, 2001.

                                            THE CHASE MANHATTAN BANK,
                                            as Trustee


                                            By _______________________________


Countersigned:

By _______________________________
     Authorized Signatory of
     THE CHASE MANHATTAN BANK,
     as Trustee




                                       B-4

<PAGE>



                                    EXHIBIT C

                         [FORM OF RESIDUAL CERTIFICATE]

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

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE, OR, IF THE PURCHASER IS AN INSURANCE COMPANY, A
REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
EFFECT.




                                       C-1

<PAGE>



Certificate No.                     :       [__]

Cut-off Date                        :       January 1, 2001

First Distribution dated
the date hereof                     :       February 26, 2001

Initial Certificate Balance
of this Certificate
("Denomination")                    :       $[_____________]

Initial Certificate Balances
of all Certificates of
this Class                          :       $[_____________]

CUSIP                               :       [__________]

Interest Rate                       :       [____]%

Maturity Date                       :       [___________]

                          DLJ MORTGAGE ACCEPTANCE CORP.
                            CSFB Trust Series 2001-S3
             CSFB Mortgage Pass-Through Certificates, Series 2001-S3
                                 Class [_______]

     evidencing  the  distributions  allocable  to the Class  A-R-[1][2][3]
     Certificates  with respect to a Trust Fund  consisting  primarily of a
     pool of conventional  mortgage loans (the "Mortgage Loans") secured by
     fixed rate, second lien residential mortgage loans.

                   DLJ Mortgage Acceptance Corp., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate is payable solely
from the assets of the Trust and does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Servicer or
the Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.

     This certifies that DLJ Mortgage Capital, Inc. is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage


                                       C-2

<PAGE>



Loans deposited by DLJ Mortgage Acceptance Corp. (the "Depositor"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement") among the Depositor, DLJ Mortgage
Capital, Inc. as seller ("DLJMC"), Wilshire Credit Corporation as servicer
("Wilshire") and The Chase Manhattan Bank as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned to such terms 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.

     Any distribution of the proceeds of any remaining assets of the Trust Fund
will be made only upon presentment and surrender of this Class A-R-[1][2][3]
Certificate at the Corporate Trust Office or the office or agency maintained by
the Trustee in New York, New York.

     No transfer of a Class A-R-[1][2][3] Certificate shall be made unless the
Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or Section 4975 of the
Code, or a person acting on behalf of any such plan or arrangement or using the
assets of any such plan or arrangement to effect such transfer, which
representation letter shall not be an expense of the Trustee or the Trust Fund,
(ii) if the purchaser is an insurance company, a representation that the
purchaser is an insurance company which is purchasing such Certificates with
funds contained in an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and that the purchase and holding of such Certificates are covered
under PTCE 95-60 or (iii) in the case of any such Class A-R-[1][2][3]
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA, or Section 4975 of the Code (or comparable provisions of any
subsequent enactments), or a trustee of any such plan or any other person acting
on behalf of any such plan or arrangement, or using such plan's or arrangement's
assets, an Opinion of Counsel satisfactory to the Trustee to the effect that the
purchase or holding of such Class A-R-[1][2][3] Certificate will not result in
the assets of the Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA and the Code and will not subject the
Trustee to any obligation in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee or the Trust
Fund. Notwithstanding anything else to the contrary herein, any purported
transfer of a Class A-R-[1][2][3] Certificate to or on behalf of an employee
benefit plan subject to ERISA or to the Code without the Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no effect.

     Each Holder of this Class A-R-[1][2][3] Certificate will be deemed to have
agreed to be bound by the restrictions of the Agreement, including but not
limited to the restrictions that (i) each person holding or acquiring any
Ownership Interest in this Class A-R-[1][2][3] Certificate must be a Permitted
Transferee, (ii) no Ownership Interest in this Class A-R-[1][2][3] Certificate
may be transferred without delivery to the Trustee of (a) a transfer affidavit
of the proposed transferee and (b) a transfer certificate of the transferor,
each of such documents to be in the form described in the Agreement, (iii) each
person holding or acquiring any Ownership Interest in this Class A-R-[1][2][3]


                                       C-3

<PAGE>



Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Class A-R-[1][2][3]
Certificate must agree not to transfer an Ownership Interest in this Class
A-R-[1][2][3] Certificate if it has actual knowledge that the proposed
transferee is not a Permitted Transferee and (v) any attempted or purported
transfer of any Ownership Interest in this Class A-R- [1][2][3] Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee.

     Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.




                                       C-4

<PAGE>



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

Dated:  January 30, 2001.

                                               THE CHASE MANHATTAN BANK,
                                               as Trustee


                                               By ______________________________


Countersigned:


By _______________________________
     Authorized Signatory of
     THE CHASE MANHATTAN BANK,
     as Trustee




                                       C-5

<PAGE>



                                    EXHIBIT D

                      [FORM OF NOTIONAL AMOUNT CERTIFICATE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

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

THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.




                                       D-1

<PAGE>



Certificate No.                     :       [__]

Cut-off Date                        :       January 1, 2001

First Distribution Date             :       February 26, 2001

Initial Notional Amount
of this Certificate
("Denomination")                    :       $[___________]

Initial Notional Amounts
of all Certificates
of this Class                       :       $[___________]

CUSIP                               :       [____________]

Interest Rate                       :       [___]%

Maturity Date                       :       [____________]


                          DLJ MORTGAGE ACCEPTANCE CORP.
                            CSFB Trust Series 2001-S3
             CSFB Mortgage Pass-Through Certificates, Series 2001-S3
                                 Class [_______]

     evidencing a percentage interest in the distributions allocable to the
     Certificates  of the  above-referenced  Class with  respect to a Trust
     Fund  consisting  primarily of a pool of  conventional  mortgage loans
     (the "Mortgage  Loans") secured by fixed rate, second lien residential
     mortgage loans.

                   DLJ Mortgage Acceptance Corp., as Depositor

     This Certificate is payable solely from the assets of the Trust and does
not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Servicer or the Trustee referred to below or any of
their respective affiliates. This Certificate and the Mortgage Loans are not
guaranteed or insured by any governmental agency or instrumentality.

     This certifies that Cede & Co., is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Certificates of
the Class to which this Certificate belongs) in certain monthly distributions
with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by DLJ Mortgage Acceptance Corp. (the "Depositor"). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement")


                                       D-2

<PAGE>



among the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire
Credit Corporation as servicer ("Wilshire") and The Chase Manhattan Bank as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned to such terms 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.

     Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.




                                       D-3

<PAGE>



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

Dated:  January 30, 2001

                                           THE CHASE MANHATTAN BANK,
                                           as Trustee


                                           By _______________________________


Countersigned:


By _______________________________
     Authorized Signatory of
     THE CHASE MANHATTAN BANK,
     as Trustee




                                       D-4

<PAGE>



                                    EXHIBIT E

                      [FORM OF PRINCIPAL ONLY CERTIFICATE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

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




                                       E-1

<PAGE>



Certificate No.                     :       [___]

Cut-off Date                        :       January 1, 2001

First Distribution Date             :       February 26, 2001

Initial Certificate Balance
of this Certificate
("Denomination")                    :       $[___________]

Initial Certificate Balances
of all Certificates
of this Class                       :       $[___________]

CUSIP                               :       [__________]

Interest Rate                       :       [_____]%

Maturity Date                       :       [_________]


                          DLJ MORTGAGE ACCEPTANCE CORP.
                            CSFB Trust Series 2001-S3
             CSFB Mortgage Pass-Through Certificates, Series 2001-S3
                                 Class [_______]

     evidencing a percentage interest in the distributions allocable to the
     Certificates  of the  above-referenced  Class with  respect to a Trust
     Fund  consisting  primarily of a pool of  conventional  mortgage loans
     (the "Mortgage  Loans") secured by fixed rate, second lien residential
     mortgage loans.

                   DLJ Mortgage Acceptance Corp., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate is payable solely
from the assets of the Trust and does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Servicer or
the Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.

     This certifies that Cede & Co., is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Certificates of
the Class to which this Certificate belongs) in certain monthly


                                       E-2

<PAGE>



distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by DLJ Mortgage Acceptance Corp. (the "Depositor"). The Trust
Fund was created pursuant to a Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement") among the Depositor, DLJ Mortgage
Capital, Inc. as seller ("DLJMC"), Wilshire Credit Corporation as servicer
("Wilshire") and The Chase Manhattan Bank as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned to such terms 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.




                                       E-3

<PAGE>



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

Dated:  January 30, 2001

                                            THE CHASE MANHATTAN BANK,
                                            as Trustee


                                            By _______________________________


Countersigned:


By _______________________________
     Authorized Signatory of
     THE CHASE MANHATTAN BANK,
     as Trustee




                                       E-4

<PAGE>



                                    EXHIBIT F

                         FORM OF REVERSE OF CERTIFICATES



                                       F-1

<PAGE>




                         DLJ MORTGAGE ACCEPTANCE CORP.
                           CSFB Trust Series 2001-S3
            CSFB Mortgage Pass-Through Certificates, Series 2001-S3
                                Class [_______]

     This Certificate is one of a duly authorized issue of Certificates
designated as DLJ Mortgage Acceptance Corp., Mortgage Pass-Through Certificates,
of the Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified on the face hereof, to the Person in whose name this
Certificate is registered at the close of business on the applicable Record Date
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to Holders of Certificates
of the Class to which this Certificate belongs on such Distribution Date
pursuant to the Agreement. The Record Date applicable to each Distribution Date
is the last Business Day of the month next preceding the month of such
Distribution Date.

     Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the Seller and the


                                       F-2

<PAGE>



Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office or the office or agency maintained by the
Trustee in New York, New York, accompanied by a written instrument of transfer
in form satisfactory to the Trustee and the Certificate Registrar duly executed
by the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust
Fund will be issued to the designated transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Depositor, the Servicer, the Seller and the Trustee and any agent of
the Depositor or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Servicer,
the Seller, the Depositor, the Trustee, or any such agent shall be affected by
any notice to the contrary.

     On any Distribution Date on which the sum of the aggregate Stated Principal
Balance of the Mortgage Loans and the appraised value of the REO Properties at
the time of repurchase is less than 5% of the sum of the aggregate Cut-off Date
Principal Balance of the Mortgage Loans, the Depositor will have the option to
repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and REO
Properties at a purchase price determined as provided in the Agreement. In the
event that no such optional termination occurs, the obligations and
responsibilities created by the Agreement will terminate upon the later of the
maturity or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In no event, however, will the trust created by the Agreement
continue beyond the expiration of 21 years from the death of the last


                                       F-3

<PAGE>



survivor of the descendants living at the date of the Agreement of a certain
person named in the Agreement.

     Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.



                                       F-4

<PAGE>



                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

________________________________________________________________________________
Dated:



                                     ___________________________________________
                                     Signature by or on behalf of assignor





                            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 ______________________________________
________________________________________________________________________________
________________________________________________________________________________



                                       F-5

<PAGE>



This information is provided by _________________________, the assignee named
above, or _______________________, as its agent.




                                       G-6

<PAGE>



                                    EXHIBIT G

                   FORM OF INITIAL CERTIFICATION OF CUSTODIAN

                                     [date]

[Depositor]

[Servicer/s]

[Seller]
______________________
______________________


               Re:  Pooling and Servicing Agreement among the Depositor, DLJ
                    Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
                    Corporation as servicer ("Wilshire") and The Chase Manhattan
                    Bank as trustee (the "Trustee"), CSFB Mortgage Pass-Through
                    Certificates, Series 2001-S4
                    ------------------------------------------------------------

Gentlemen:

     In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Custodian, hereby certifies that, as to each Mortgage Loan listed in each
Mortgage Loan Schedule (other than any Mortgage Loan listed in the attached
schedule), it has received:

     (i) the original Mortgage Note, endorsed as provided in the following form:
"Pay to the order of ________, without recourse"; and

     (ii) a duly executed Assignment of the Mortgage (which may be included in a
blanket assignment or assignments).

     Based on its review and examination and only as to the foregoing documents,
such documents appear regular on their face and relate to such Mortgage Loan.

     The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage Loans
identified on either Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.



                                       G-1

<PAGE>



     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.



                                  [BANK ONE TRUST COMPANY, N.A.]
                                  [US BANK NATIONAL ASSOCIATION]
                                  as Custodian

                                  By:_____________________________
                                  Name:___________________________
                                  Title:__________________________




                                       G-2

<PAGE>



                                    EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF CUSTODIAN

                                     [date]

[Depositor]

[Servicer/s]

[Seller]
______________________
______________________

          Re:  Pooling and Servicing Agreement among DLJ Mortgage Acceptance
               Corp. as depositor, DLJ Mortgage Capital, Inc. as seller
               ("DLJMC"), Wilshire Credit Corporation as servicer ("Wilshire")
               and The Chase Manhattan Bank as trustee (the "Trustee"), DLJ
               Mortgage Pass-Through Certificates, Series 2001-S3
               ---------------------------------------------------------------

Gentlemen:

     In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Custodian, hereby certifies that as to each Mortgage Loan listed in each
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on
the attached Document Exception Report) it has received:

     (i) the original Mortgage Note, endorsed in the form provided in Section
2.01(b) of the Pooling and Servicing Agreement, with all intervening
endorsements, and including any riders to the Mortgage Note, showing a complete
chain of endorsement from the originator to the last named endorsee;

     (ii) with respect to any Lost Mortgage Note, a lost note affidavit stating
that the original Mortgage Note was lost or destroyed, together with a copy of
such Mortgage Note;

     (iii) the original of any guarantee executed in connection with the
Mortgage Note (if any);

     (iv) the original Mortgage with evidence of recording thereon, or copies
certified by the related recording office or if the original Mortgage has not
yet been returned from the recording office, a copy certified by or on behalf of
the related Seller indicating that such Mortgage has been delivered for
recording;



                                       H-1

<PAGE>



     (v) the originals of all assumption, modification, consolidation or
extension agreements (or, if an original of any of these documents has not been
returned from the recording office, a copy thereof certified by or on behalf of
the applicable Seller, the original to be delivered to such Seller forthwith
after return from such recording office), with evidence of recording thereon, if
any;

     (vi) a duly executed assignment of the Mortgage in the form provided in
Section 2.01(b) of the Pooling and Servicing Agreement; provided, however, that
if the Depositor has certified or the Custodian otherwise knows that the related
Mortgage has not been returned from the applicable recording office, a copy of
the Assignment of the Mortgage (excluding information to be provided by the
recording office);

     (vii) the original of any intervening recorded Assignments of Mortgage,
showing a complete chain of assignment from origination to the related Seller,
including warehousing assignments, with evidence of recording thereon (or, if an
original intervening Assignment of Mortgage has not been returned from the
recording office, a copy thereof certified by or on behalf of the applicable
Seller);

     (viii) the original or duplicate original lender's title insurance policy
and all riders thereto or, any one of an original title binder, an original
preliminary title report or an original title commitment, or a copy thereof
certified by the title company (or, in appropriate jurisdictions, attorney's
opinion of title and abstract of title); and

     (ix) the original primary mortgage insurance certificate, if any or copy of
mortgage insurance certificate.

     Based on its review and examination and only as to the foregoing documents,
(a) such documents appear regular on their face and related to such Mortgage
Loan, and (b) the information set forth in items (i), (ii), (iii), (iv), (vi),
(ix) and (x) of the definition of the "Mortgage Loan Schedule" in Article I of
the Pooling and Servicing Agreement accurately reflects information set forth in
the Mortgage File.

     The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Custodian makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any of
the documents contained in each Mortgage File of any of the Mortgage Loans
identified on either Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
Notwithstanding anything herein to the contrary, the Trustee has made no
determination and makes no representations as to whether (i) any endorsement is
sufficient to transfer all right, title and interest of the party so endorsing,
as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any
assignment is in recordable form or sufficient to effect the assignment of and
transfer to the assignee thereof, under the Mortgage to which the assignment
relates.




                                       H-2

<PAGE>



     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                     [BANK ONE TRUST COMPANY, N.A.]
                                     [U.S. BANK NATIONAL ASSOCIATION]
                                     as Custodian

                                     By:     _________________________
                                     Name:   _________________________
                                     Title:  _________________________




                                       H-3

<PAGE>



                                    EXHIBIT I

                               TRANSFER AFFIDAVIT

                          DLJ MORTGAGE ACCEPTANCE CORP.
                            CSFB Trust Series 2001-S3
             CSFB Mortgage Pass-Through Certificates, Series 2001-S3
                                 Class [_______]



STATE OF           )
                   ) ss.:
COUNTY OF          )

     The undersigned, being first duly sworn, deposes and says as follows:

     1. The undersigned is an officer of , the proposed Transferee of an
Ownership Interest in a Class A-R-[1][2][3] Certificate (the "Certificate")
issued pursuant to the Pooling and Servicing Agreement, (the "Agreement"),
relating to the above-referenced Series, among DLJ Mortgage Acceptance Corp. as
depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as servicer ("Wilshire") and The Chase Manhattan Bank as trustee
(the "Trustee"). Capitalized terms used, but not defined herein or in Exhibit 1
hereto, shall have the meanings ascribed to such terms in the Agreement. The
Transferee has authorized the undersigned to make this affidavit on behalf of
the Transferee.

     2. The Transferee is, as of the date hereof, and will be, as of the date of
the Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
Interest in the Certificate either (i) for its own account or (ii) as nominee,
trustee or agent for another Person and has attached hereto an affidavit from
such Person in substantially the same form as this affidavit. The Transferee has
no knowledge that any such affidavit is false.

     3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
Transfer is through an agent (which includes a broker, nominee or middleman) for
a Person that is not a Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
subsequent Transferee furnished to such Person an affidavit that such subsequent
Transferee is a Permitted Transferee and, at the time of Transfer, such Person
does not have actual knowledge that the affidavit is false.

     4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record holder of an interest in


                                       I-1

<PAGE>



such entity. The Transferee understands that such tax will not be imposed for
any period with respect to which the record holder furnishes to the pass-through
entity an affidavit that such record holder is a Permitted Transferee and the
pass-through entity does not have actual knowledge that such affidavit is false.
(For this purpose, a "pass-through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives and, except as may be provided in
Treasury Regulations, persons holding interests in pass-through entities as a
nominee for another Person.)

     5. The Transferee has reviewed the provisions of Section 5.02(c) of the
Agreement (attached hereto as Exhibit 2 and incorporated herein by reference)
and understands the legal consequences of the acquisition of an Ownership
Interest in the Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the Transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 5.02(c) of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the Transfer
to the Transferee contemplated hereby null and void.

     6. The Transferee agrees to require a Transfer Affidavit from any Person to
whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as EXHIBIT J to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.

     7. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the
Certificate.

     8. The Transferee's taxpayer identification number is [_____________].

     9. The Transferee is a United States Person.

     10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

     11. The Transferee is not an employee benefit plan that is subject to ERISA
or a plan that is subject to Section 4975 of the Code, and the Transferee is not
acting on behalf of such a plan.



                                       I-2

<PAGE>



                               *        *        *



                                       I-3

<PAGE>




     IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this __ day of ________________, 20__.


                                      ________________________
                                      Print Name of Transferee

                                      By:___________________________
                                       Name:
                                       Title:

[Corporate Seal]

ATTEST:


____________________
[Assistant] Secretary

     Personally appeared before me the above-named , known or proved to me to be
the same person who executed the foregoing instrument and to be the of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.

         Subscribed and sworn before me this ___ day of _____________, 20__.



                                           NOTARY PUBLIC

                                           My Commission expires the ____ day of
                                           ______________________, 20___.





                                       I-4

<PAGE>



                                    EXHIBIT 1
                                       to
                                    EXHIBIT I


CERTAIN DEFINITIONS

     "Ownership Interest": As to any Residual Certificate, any ownership
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.

     "Permitted Transferee": Any person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of any
of the foregoing, (ii) a foreign government, International Organization or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by section 511 of the Code on unrelated business taxable income) on any
excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not 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, or an estate whose income from sources
without the United States is includible in gross income for federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust unless such Person has furnished the transferor and the
Trustee with a duly completed Internal Revenue Service Form 4224, and (vi) any
other Person so designated by the Depositor based upon an Opinion of Counsel
that the Transfer of an Ownership Interest in a Residual Certificate to such
Person may cause the Trust Fund hereunder to fail to qualify as a REMIC at any
time that the Certificates are outstanding. The terms "United States," "State"
and "International Organization" shall have the meanings set forth in section
7701 of the Code or successor provisions. A corporation will not be treated as
an instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and, with
the exception of the Federal Home Loan Mortgage Corporation, a majority of its
board of directors is not selected by such government unit.

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

     "Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.



                                      I-1-1

<PAGE>



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

                                    EXHIBIT 2
                                       to
                                    EXHIBIT I

                        Section 5.02(C) of the Agreement
                        --------------------------------

         [TO BE INSERTED WHEN POOLING AND SERVICING AGREEMENT FINALIZED]


                                      I-2-1

<PAGE>



                                    EXHIBIT J

                         FORM OF TRANSFEROR CERTIFICATE

__________, 200__

DLJ Mortgage Acceptance Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention:  Helaine Hebble

The Chase Manhattan Bank
250 West 33rd Street, 10th Floor
New York, New York 10001


      Re:   DLJ Mortgage Acceptance Corp.,
            CSFB Trust Series 2001-S3
            CSFB Mortgage Pass-Through Certificates, Series 2001-S4, Class [___]
            --------------------------------------------------------------------

Ladies and Gentlemen:

          In connection with our disposition of the above Certificates we
certify that (a) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the
Act, (b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act and
(c) to the extent we are disposing of a Class A-R Certificate, we have no
knowledge the Transferee is not a Permitted Transferee.

                                         Very truly yours,

                                         __________________________
                                         Print Name of Transferor

                                         By:______________________
                                                Authorized Officer






                                       J-1

<PAGE>



                                    EXHIBIT K

                    FORM OF INVESTMENT LETTER (NON-RULE 144A)

__________, 200__

DLJ Mortgage Acceptance Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention:  Helaine Hebble

The Chase Manhattan Bank
250 West 33rd  Street, 10th Floor
New York, New York 10001

      Re:  DLJ Mortgage Acceptance Corp.,
           CSFB Trust Series 2001-S3
           CSFB Mortgage Pass-Through Certificates, Series 2001-S3, Class [___]
           --------------------------------------------------------------------

Ladies and Gentlemen:

          In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either (i) we are not an employee benefit plan
that is subject to the Employee Retirement Income Security Act of 1974, as
amended, or a plan or arrangement that is subject to Section 4975 of the
Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any
such plan or arrangement nor are we using the assets of any such plan or
arrangement to effect such acquisition or (ii) if we are an insurance company, a
representation that we are an insurance company which is purchasing such
Certificates with funds contained in an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are
covered under PTCE 95-60, (e) if an insurance company, we are purchasing the
Certificates with funds contained in an "insurance company general account" (as
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and our purchase and holding of the Certificates are covered under PTCE
95-60, (f) we are acquiring the Certificates for investment for our own account
and not with a view to any distribution of such Certificates (but without
prejudice to our right at all times to sell or otherwise dispose of the


                                       K-1

<PAGE>



Certificates in accordance with clause (h) below), (g) we have not offered or
sold any Certificates to, or solicited offers to buy any Certificates from, any
person, or otherwise approached or negotiated with any person with respect
thereto, or taken any other action which would result in a violation of Section
5 of the Act, and (h) we will not sell, transfer or otherwise dispose of any
Certificates unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt from
such registration requirements, and if requested, we will at our expense provide
an opinion of counsel satisfactory to the addressees of this Certificate that
such sale, transfer or other disposition may be made pursuant to an exemption
from the Act, (2) the purchaser or transferee of such Certificate has executed
and delivered to you a certificate to substantially the same effect as this
certificate, and (3) the purchaser or transferee has otherwise complied with any
conditions for transfer set forth in the Pooling and Servicing Agreement.

                                          Very truly yours,

                                          __________________________
                                          Print Name of Transferee

                                          By:_____________________
                                               Authorized Officer




                                       K-2

<PAGE>



                                    EXHIBIT L

                            FORM OF RULE 144A LETTER

____________, 200__

DLJ Mortgage Acceptance Corp.
11 Madison Avenue, 4th Floor
New York, New York  10010
Attention:  Helaine Hebble

The Chase Manhattan Bank
250 West 33rd  Street, 10th Floor
New York, New York  10001

      Re:   DLJ Mortgage Acceptance Corp.,
            CSFB Trust Series 2001-S3
            CSFB Mortgage Pass-Through Certificates, Series 2001-S3, Class [___]
            --------------------------------------------------------------------

Ladies and Gentlemen:

          In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have
such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan or arrangement that is subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, nor are we acting on behalf of any such plan or arrangement
nor using the assets of any such plan or arrangement to effect such acquisition,
(e) if an insurance company, we are purchasing the Certificates with funds
contained in an "insurance company general account" (as defined in Section V(e)
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and our purchase
and holding of the Certificates are covered under PTCE 95-60, (f) we have not,
nor has anyone acting on our behalf offered, transferred, pledged, sold or
otherwise disposed of the Certificates, any interest in the Certificates or any
other similar security to, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Certificates, any interest in the
Certificates or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates or
any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates under


                                       L-1

<PAGE>



the Act or that would render the disposition of the Certificates a violation of
Section 5 of the Act or require registration pursuant thereto, nor will act, nor
has authorized or will authorize any person to act, in such manner with respect
to the Certificates, (g) we are a "qualified institutional buyer" as that term
is defined in Rule 144A under the Act ("Rule 144A") and have completed either of
the forms of certification to that effect attached hereto as Annex 1 or Annex 2,
(h) we are aware that the sale to us is being made in reliance on Rule 144A, and
(i) we are acquiring the Certificates for our own account or for resale pursuant
to Rule 144A and further, understand that such Certificates may be resold,
pledged or transferred only (A) 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 (B)
pursuant to another exemption from registration under the Act.

                                          Very truly yours,

                                          __________________________
                                          Print Name of Transferee

                                          By:______________________
                                               Authorized Officer






                                       L-2

<PAGE>



ANNEX 1 TO EXHIBIT L

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

          [For Transferees Other Than Registered Investment Companies]

          The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

          1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

          2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis $ 1 in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A and (ii)
the Buyer satisfies the criteria in the category marked below.

          ___ CORPORATION, ETC. The Buyer is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or charitable organization
          described in Section 501(c)(3) of the Internal Revenue Code of 1986,
          as amended.

          ___ BANK. The Buyer (a) is a national bank or banking institution
          organized under the laws of any State, territory or the District of
          Columbia, the business of which is substantially confined to banking
          and is supervised by the State or territorial banking commission or
          similar official or is a foreign bank or equivalent institution, and
          (b) has an audited net worth of at least $25,000,000 as demonstrated
          in its latest annual financial statements, a copy of which is attached
          hereto.

          ___ SAVINGS AND LOAN. The Buyer (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 $25,000,000 as demonstrated
          in its latest annual financial statements, a copy of which is attached
          hereto.

----------------
1    Buyer must own and/or invest on a discretionary basis at lease $100,000,000
     in securities unless Buyer is a dealer, and, in that case, Buyer must own
     and/or invest on a discretionary basis at least $10,000,000 in securities.


                                      L-1-1

<PAGE>



          ___ BROKER-DEALER. The Buyer is a dealer registered pursuant to
          Section 15 of the Securities Exchange Act of 1934.

          ___ INSURANCE COMPANY. The Buyer is an insurance company whose primary
          and predominant business activity is the writing of insurance or the
          reinsuring of risks underwritten by insurance companies and which is
          subject to supervision by the insurance commissioner or a similar
          official or agency of a State, territory or the District of Columbia.

          ___ STATE OR LOCAL PLAN. The Buyer is a plan established and
          maintained by a ------------------- State, its political subdivisions,
          or any agency or instrumentality of the State or its political
          subdivisions, for the benefit of its employees.

          ___ ERISA PLAN. The Buyer is an employee benefit plan within the
          meaning of Title I of the Employee Retirement Income Security Act of
          1974.

          ___ INVESTMENT ADVISOR. The Buyer is an investment advisor registered
          under the Investment Advisors Act of 1940.

          ___ SMALL BUSINESS INVESTMENT COMPANY. Buyer is a small business
          investment company licensed by the U.S. Small Business Administration
          under Section 301(c) or (d) of the Small Business Investment Act of
          1958.

          ___ BUSINESS DEVELOPMENT COMPANY. Buyer is a business development
          company as defined in Section 202(a)(22) of the Investment Advisors
          Act of 1940.

          3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

          4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer


                                      L-1-2

<PAGE>



is a majority-owned, consolidated subsidiary of another enterprise and the Buyer
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

          5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

          6. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.


                                                __________________________
                                                        Print Name of Buyer

                                             By:________________________
                                                  Name:
                                                  Title:

                                             Date:_____________________





                                                       L-1-3

<PAGE>



ANNEX 2 TO EXHIBIT L

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

           [For Transferees That are Registered Investment Companies]

          The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

          1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

          2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.

          ___ The Buyer owned $________ in securities (other than the excluded
          securities referred to below) as of the end of the Buyer's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

          ___ The Buyer is part of a Family of Investment Companies which owned
          in the aggregate $ in securities (other than the excluded securities
          referred to below) as of the end of the Buyer's most recent fiscal
          year (such amount being calculated in accordance with Rule 144A).

          3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

          4. The term "SECURITIES" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii)


                                      L-2-1

<PAGE>



securities issued or guaranteed by the U.S. or any instrumentality thereof,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.

          5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.

          6. Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to which
this certification relates of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of the Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.


                                        _________________________________
                                        Print Name of Buyer or Adviser

                                        By:______________________________
                                          Name:
                                          Title:

                                        IF AN ADVISER:

                                        _________________________________
                                        Print Name of Buyer

                                        Date: ____________________________






                                                       L-2-2

<PAGE>



                                    EXHIBIT M

                               REQUEST FOR RELEASE
                                  (for Trustee)

                          DLJ MORTGAGE ACCEPTANCE CORP.
                            CSFB Trust Series 2001-S3
             CSFB Mortgage Pass-Through Certificates, Series 2001-S3

LOAN INFORMATION

         Name of Mortgagor:                  _________________________________

         Servicer
         Loan No.:                           _________________________________

TRUSTEE

         Name:

         Address:                            _________________________________
                                             _________________________________
                                             _________________________________

         Trustee
         Mortgage File No.:

         The undersigned Servicer hereby acknowledges that it has received from
[Bank One, National Association] [U.S. Bank National Association], as Custodian
for the Holders of Mortgage Pass-Through Certificates, of the above-referenced
Series, 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 (the "Pooling and Servicing
Agreement") relating to the above-referenced Series among DLJ Mortgage
Acceptance Corp. as depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"),
Wilshire Credit Corporation as servicer ("Wilshire") and The Chase Manhattan
Bank as trustee (the "Trustee").

( )  Mortgage Note dated _____________, _________, 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 _____________.




                                       M-1

<PAGE>



( )  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 Servicer hereby acknowledges and agrees as follows:

          (1) Such 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) Such Servicer shall not cause or knowingly 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 Servicer, if applicable, assert or seek to assert any claims or
          rights of setoff to or against the Documents or any proceeds thereof.

          (3) Such Servicer shall return each and every Document previously
          requested from the Mortgage File to the Custodian 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 Certificate 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 such Servicer shall
          at all times be earmarked for the account of the Custodian, and such
          Servicer shall keep the Documents and any proceeds separate and
          distinct from all other property in such Servicer's possession,
          custody or control.

                                   [Servicer]


                                       M-2

<PAGE>




                                             By_________________________

                                             Its________________________

Date: _____________, 2001




                                       M-3

<PAGE>




                                    EXHIBIT N

                                   [Reserved]





                                       N-1

<PAGE>



                                   EXHIBIT O-1

                        COLLECTION ACCOUNT CERTIFICATION

                                   [    ], 2001

     [Servicer's name] hereby certifies that it has established the account
described below as a Collection Account pursuant to Section 3.05 of the Pooling
and Servicing Agreement, dated as of January 1, 2001, among DLJ Mortgage
Acceptance Corp. as depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"),
Wilshire Credit Corporation as servicer ("Wilshire") and The Chase Manhattan
Bank as trustee (the "Trustee").

Title of Account:   [Servicer's Name], in trust for the Holders of DLJ Mortgage
                    Acceptance Corp., CSFB Mortgage Pass-Through Certificates,
                    Series 2001-S3.

Account Number:     ______________

Address of officer or branch
of the Company at
which Account is maintained:


                           __________________________
                           __________________________
                           __________________________

                           [Servicer's Name], AS SERVICER


                           By:    __________________________

                           Name:  __________________________

                           Title: __________________________




                                      O-1-1

<PAGE>



                                   EXHIBIT O-2

                       COLLECTION ACCOUNT LETTER AGREEMENT

                                  [    ], 2001

To:  _____________________
     _____________________
     _____________________
     (the "Depository")

     As Servicer under the Pooling and Servicing Agreement, dated as of January
1, 2001, among DLJ Mortgage Acceptance Corp. as depositor, DLJ Mortgage Capital,
Inc. as seller ("DLJMC"), Wilshire Credit Corporation as servicer ("Wilshire")
and The Chase Manhattan Bank as trustee (the "Trustee") (the "Agreement"), we
hereby authorize and request you to establish an account, as a Collection
Account pursuant to Section 3.05 of the Agreement, to be designated as
"[Servicer's Name], in trust for the Holders of DLJ Mortgage Acceptance Corp.,
CSFB Mortgage Pass-Through Certificates, Series 2001-S3." All deposits in the
account shall be subject to withdrawal therefrom by order signed by the
Servicer. This letter is submitted to you in duplicate. Please execute and
return one original to us.

                                       [Servicer's Name], AS SERVICER


                                       By:        ______________________________

                                       Name:      _______________________

                                       Title:     _______________________

                                       Date:      _______________________



                                      O-2-1

<PAGE>



The undersigned, as Depository, hereby certifies that the above described
account has been established under Account Number _________ at the office of the
Depository indicated above and agrees to honor withdrawals on such account as
provided above. The full amount deposited at any time in the account will be
insured up to applicable limits by the Federal Deposit Insurance Corporation
through the Bank Insurance Fund ("BIF") or the Savings Association Insurance
Fund ("SAIF").

                                       _________________________________
                                               Depository

                                      By:     __________________________

                                      Name:   __________________________

                                      Title:  __________________________

                                      Date:   __________________________




                                      O-2-2

<PAGE>



                                   EXHIBIT P-1

                          ESCROW ACCOUNT CERTIFICATION

                                  [   ], 2001

     [Servicer's Name] hereby certifies that it has established the account
described below as an Escrow Account pursuant to Section 3.06 of the Pooling and
Servicing Agreement, dated as of January 1, 2001, among DLJ Mortgage Acceptance
Corp. as depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire
Credit Corporation as servicer ("Wilshire") and The Chase Manhattan Bank as
trustee (the "Trustee").

Title of Account:     "DLJ Mortgage Acceptance Corp., CSFB Mortgage Pass-Through
                      Certificates, Series 2001-S3"

Account Number:       __________________________

Address of officer or branch
of the Company at
which Account is maintained:






                           __________________________

                           __________________________

                           __________________________


                           [SERVICER'S NAME], AS SERVICER


                           By:     _______________________________________

                           Name:   __________________________

                           Title:  __________________________




                                      P-1-1

<PAGE>



                                   EXHIBIT P-2

                         ESCROW ACCOUNT LETTER AGREEMENT

                                   [   ], 2001


To:  __________________________
     __________________________
     __________________________
         (the "Depository")

     As Servicer under the Pooling and Servicing Agreement, dated as of January
1, 2001, among DLJ Mortgage Acceptance Corp. as depositor, DLJ Mortgage Capital,
Inc. as seller ("DLJMC"), Wilshire Credit Corporation as servicer ("Wilshire")
and The Chase Manhattan Bank as trustee (the "Trustee") (the "Agreement"), we
hereby authorize and request you to establish an account, as an Escrow Account
pursuant to Section 3.06 of the Agreement, to be designated as "DLJ Mortgage
Acceptance Corp., Mortgage Pass-Through Certificates, Series 2001-S3" All
deposits in the account shall be subject to withdrawal therefrom by order signed
by the Servicer. This letter is submitted to you in duplicate. Please execute
and return one original to us.

[SERVICER'S NAME], AS SERVICER


By:       _____________________________

Name:     ________________________

Title:    ________________________

Date:     _________________




                                      P-2-1

<PAGE>



The undersigned, as Depository, hereby certifies that the above described
account has been established under Account Number ________________ at the office
of the Depository indicated above and agrees to honor withdrawals on such
account as provided above. The full amount deposited at any time in the account
will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund ("BIF") or the Savings Association
Insurance Fund ("SAIF").


____________________________________
         Depository

By:       __________________________

Name:     __________________________

Title:    __________________________

Date:     __________________________




                                      P-2-2

<PAGE>



                                    EXHIBIT Q

                            MONTHLY REMITTANCE ADVICE

1) Standard CPI Reports:

      T62C-Monthly Accounting Report
      T62E-Liquidation Report
      S50Y-Private Pool Detail Report
      S214-Summary of Paid in Full Collections
      S215-Summary of Collections
      P139-Trial Balance

2) Standard CPI Tape Format:

      SPNB Scheduled Balance Tape
      SPNB Determination Diskette/P45K

At such times as [_______________] is no longer the Servicer of the [________]
Mortgage Loans under the Agreement, the Monthly Remittance Advice also shall
include: (i) the aggregate Excess Servicing Fee to be remitted to
[___________________] on the Distribution Date, (ii) the aggregate Prepayment
Penalties collected by the Servicer of such loans during the preceding calendar
month, and (iii) a list of the Mortgage Loans for which Prepayment Penalties are
being remitted (including with respect to each related Mortgage Loan, the loan
number, borrower name and dollar amount of Prepayment Penalties collected for
such Mortgage Loan).




                                       Q-1

<PAGE>



                                    EXHIBIT R

                               CUSTODIAL AGREEMENT

     THIS CUSTODIAL AGREEMENT (the "Custodial Agreement"), dated as of January
1, 2001, by and among The Chase Manhattan Bank, a New York banking corporation
having an address at 450 West 33rd Street, 14th Floor, New York, New York
10001-2697, not individually, but solely as trustee (the "Trustee"), DLJ
Mortgage Capital, Inc., a Delaware corporation having an address at 277 Park
Avenue, 9th Floor, New York, New York 10172 ("DLJMC"), and [__________], a
national banking association having an address at [__________], as custodian
(the "Custodian").

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

          WHEREAS, DLJ Mortgage Acceptance Corp. (the "Depositor") has agreed to
transfer certain conventional fixed-rate second-lien mortgage loans (the
"Mortgage Loans") to the Trust, pursuant to the terms and conditions of the
Pooling and Servicing Agreement, dated January 1, 2001 among the Depositor,
Wilshire Credit Corporation, as servicer, DLJ Mortgage Capital Inc., as seller,
and The Chase Manhattan Bank, as trustee (the "Pooling and Servicing
Agreement"); and

          WHEREAS, the Servicers are to service the Mortgage Loans pursuant to
the terms and conditions of the Pooling and Servicing Agreement, and the Trustee
will retain record title to the Mortgage Loans; and

          WHEREAS, the Custodian is a national banking association and is
otherwise authorized to act as Custodian pursuant to this Custodial Agreement;
and

          NOW THEREFORE, in consideration of the mutual undertakings herein
expressed, the parties hereto hereby agree as follows:

          1. DEFINITIONS.

          Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement.

          AGREEMENT: This Custodial Agreement and all amendments, attachments
and supplements hereto.

          BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii) a
day on which banking institutions in the City of New York, New York, or the city
in which the Corporate Trust Office of the Trustee, or savings and loan
institutions in the States of Illinois, California or Texas or the Commonwealth
of Pennsylvania, is located are authorized or obligated by law or executive
order to be closed.





<PAGE>



          CLOSING DATE: January 30, 2001.\

          CUSTODIAN: [__________], or its successor in interest or assigns, or
any successor to the Custodian under this Custodial Agreement as herein
provided.

          CUSTODIAL FILE: As to each Mortgage Loan, any mortgage loan documents
which are delivered to the Custodian or which at any time come into the
possession of the Custodian as set forth in Section 2 of this Custodial
Agreement.

          DELIVERY DATE: The date which occurs five (5) Business Days prior to
the Closing Date or such other date as mutually agreed upon by the Trustee, the
Custodian and DLJMC.

          MORTGAGE LOAN: Each mortgage loan identified on the Mortgage Loan
Schedule attached hereto as EXHIBIT 6, as such Mortgage Loan Schedule may be
supplemented from time to time.

          SERVICER: Wilshire Credit Corporation, as Servicer under the Pooling
and Servicing Agreement as therein provided or its successor in interest or
assigns.

          TRUST RECEIPT: Either a Trust Receipt and Initial Certification or a
Trust Receipt and Final Certification.

          TRUST RECEIPT AND INITIAL CERTIFICATION: A trust receipt and initial
certification as to each Mortgage Loan, which Trust Receipt and Initial
Certification is delivered to the Trustee by the Custodian in the form annexed
hereto as EXHIBIT 1.

          TRUST RECEIPT AND FINAL CERTIFICATION: A trust receipt and final
certification as to each Mortgage Loan, which Trust Receipt and Final
Certification is delivered to the Trustee by the Custodian in the form annexed
hereto as EXHIBIT 2.

          TRUSTEE: The Chase Manhattan Bank, as Trustee, or its successor in
interest or assigns.

          2. DELIVERY OF CUSTODIAL FILES.

          DLJMC will deliver and release or cause to be delivered and released
to the Custodian on the Delivery Date the following original documents
pertaining to each of the Mortgage Loans identified in the related Mortgage Loan
Schedule:

               a.   the electronic Mortgage Loan Schedule;

               b.   (A) the original Mortgage Note of the Mortgagor in the name
                    of the Trustee or endorsed "Pay to the order of
                    ________________ without recourse" and signed in the name of
                    the last named endorsee by an


                                       R-2

<PAGE>



                    authorized officer, together with all intervening
                    endorsements showing a complete chain of endorsements from
                    the originator of the related Mortgage Loan to the last
                    endorsee or (B) with respect to any Lost Mortgage Note (as
                    such term is defined in the Pooling and Servicing
                    Agreement), a lost note affidavit stating that the original
                    Mortgage Note was lost or destroyed, together with a copy of
                    such Mortgage Note;

               c.   the original Mortgage naming the Trustee as the "mortgagee"
                    or "beneficiary" thereof, and bearing on the face thereof
                    the address of the Trustee, or, if the Mortgage does not
                    name the Trustee as the mortgagee/beneficiary, the Mortgage,
                    together with an instrument of assignment assigning the
                    Mortgage, individually or together with other Mortgages, to
                    the last assignee and bearing on the face thereof the
                    address of the Trustee, and, in either case, bearing
                    evidence that such instruments have been recorded in the
                    appropriate jurisdiction where the Mortgaged Property is
                    located as determined by DLJMC (or, in lieu of the original
                    of the Mortgage or the assignment thereof, a duplicate or
                    conformed copy of the Mortgage or the instrument of
                    assignment, if any, together with a certificate of receipt
                    from the Seller or the settlement agent who handled the
                    closing of the Mortgage Loan, certifying that such copy or
                    copies represent true and correct copy(ies) of the
                    original(s) and that such original(s) have been or are
                    currently submitted to be recorded in the appropriate
                    governmental recording office of the jurisdiction where the
                    Mortgaged Property is located) or a certification or receipt
                    of the recording authority evidencing the same;

               d.   the original Assignment of Mortgage, in blank, which
                    assignment appears to be in form and substance acceptable
                    for recording and, in the event that the related Seller
                    acquired the Mortgage Loan in a merger, the assignment must
                    be by "[Seller], successor by merger to [name of
                    predecessor]", and in the event that the Mortgage Loan was
                    acquired or originated by the related Seller while doing
                    business under another name, the assignment must be by
                    "[Seller], formerly known as [previous name];

               e.   the original of any intervening assignment of the Mortgage
                    not included in (iv) above, including any warehousing
                    assignment, with evidence of recording thereon (or, in lieu
                    of the original of any such intervening assignment, a
                    duplicate or conformed copy of such intervening assignment
                    together with a certificate of receipt from the related
                    Seller or the settlement agent who handled the closing of
                    the


                                       R-3

<PAGE>



                    Mortgage Loan, certifying that such copy or copies represent
                    true and correct copy(ies) of the original(s) and that such
                    original(s) have been or are currently submitted to be
                    recorded in the appropriate governmental recording office of
                    the jurisdiction where the Mortgaged Property is located) or
                    a certification or receipt of the recording authority
                    evidencing the same;

               f.   an original of any related security agreement (if such item
                    is a document separate from the Mortgage) and the originals
                    of any intervening assignments thereof showing a complete
                    chain of assignment from the originator of the related
                    Mortgage Loan to the last assignee;

               g.   an original assignment of any related security agreement (if
                    such item is a document separate from the Mortgage) executed
                    by the last assignee in blank;

               h.   the originals of any assumption, modification, extension or
                    guaranty agreement with evidence of recording thereon, if
                    applicable (or, in lieu of the original of any such
                    agreement, a duplicate or conformed copy of such agreement
                    together with a certificate of receipt from the related
                    Seller or the settlement agent who handled the closing of
                    the Mortgage Loan, certifying that such copy(ies) represent
                    true and correct copy(ies) of the original(s) and that such
                    original(s) have been or are currently submitted to be
                    recorded in the appropriate governmental recording office of
                    the jurisdiction where the Mortgaged Property is located),
                    or a certification or receipt of the recording authority
                    evidencing the same;

               i.   if the Mortgage Note or Mortgage or any other document or
                    instrument relating to the Mortgage Loan has been signed by
                    a person on behalf of the Mortgagor, the original power of
                    attorney or other instrument that authorized and empowered
                    such person to sign bearing evidence that such instrument
                    has been recorded, if so required, in the appropriate
                    jurisdiction where the Mortgaged Property is located as
                    determined by DLJMC (or, in lieu thereof, a duplicate or
                    conformed copy of such instrument, together with a
                    certificate of receipt from the related Seller or the
                    settlement agent who handled the closing of the Mortgage
                    Loan, certifying that such copy(ies) represent true and
                    complete copy(ies)of the original(s) and that such
                    original(s) have been or are currently submitted to be
                    recorded in the appropriate governmental recording office of
                    the jurisdiction where the Mortgaged Property is located) or
                    a


                                       R-4

<PAGE>



                    certification or receipt of the recording authority
                    evidencing the same; and

               j.   such other documents that the Trustee may require from time
                    to time, with notification to Custodian which Custodian has
                    consented to review and that are in Custodian's possession.

          In the event that, pursuant to the Pooling and Servicing Agreement, an
Officer's Certificate of a Servicer is delivered to the Trustee because of a
delay caused by the public recording office in returning any recorded document,
the Trustee shall deliver such Officer's Certificate to the Custodian.

          From time to time, the Trustee shall forward or shall cause to be
forwarded to the Custodian additional original documents, additional documents
evidencing an assumption, modification, consolidation or extension of a Mortgage
Loan approved by the applicable Servicer, in accordance with the terms of the
Pooling and Servicing Agreement. All such mortgage documents held by the
Custodian as to each Mortgage Loan shall constitute the "Custodial File".

          As promptly as practicable subsequent to such transfer and assignment
and delivery to it of each Assignment of Mortgage, and in any event, within
thirty (30) days thereafter, the Custodian (provided, that DLJMC has previously
executed an agreement for the recordations required by this paragraph) shall (i)
affix the Trustee's name to each Assignment of Mortgage, as the assignee
thereof, (ii) cause such Assignment of Mortgage to be completed in proper form
for recording in the appropriate public office for real property records within
thirty (30) days after receipt thereof and (iii) cause to be delivered for
recording in the appropriate public office for real property records the
Assignments of Mortgages to the Trustee, except that, with respect to any
Assignment of Mortgage as to which the Custodian has not received the
information required to prepare such Assignment of Mortgage in recordable form,
the Custodian's obligation to do so and to deliver the same for such recording
shall be as soon as practicable after receipt of such information and in any
event within thirty (30) days after the receipt thereof, and the Custodian need
not cause to be recorded any Assignment of Mortgage which relates to a Mortgage
Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of
Counsel delivered by the applicable Seller (at such Seller's expense) to the
Trustee within 20 days of the Closing Date and delivered by the Trustee to the
Custodian, acceptable to the Rating Agencies, the recordation of such Assignment
of Mortgage is not necessary to protect the Trustee's and the
Certificateholders' interest in the related Mortgage Loan. The Custodian shall
maintain a copy of each such assignment in the Custodial File. DLJMC shall be
responsible for the fees of the Custodian in connection with this paragraph.

          At least 5 Business Days prior to delivery of the Mortgage Loans,
DLJMC will provide or cause to provide to the Custodian and the Trustee, via
electronic transmission, a list of all the Mortgage Loans and their related data
fields including loan ID, Mortgagor name, mortgaged property address, mortgage
rate, maturity date, original principal balance and principal balance as


                                       R-5

<PAGE>



of the Cut-off Date of each such Mortgage Loan. This data shall be delivered to
the Custodian in an acceptable format that can be easily uploaded to the
Custodian's system. A hard copy of the Mortgage Loan Schedule will be delivered
to the Custodian at the time of delivery to the Custodian of such documents
related to the Mortgage Loans identified in such Mortgage Loan Schedule.

          3. CUSTODIAN AS BAILEE.

          The Custodian hereby acknowledges that it is, and agrees to act as,
bailee for the Trustee and is holding each Custodial File delivered to it in
trust for the Trustee.

          4. TRUST RECEIPT AND INITIAL CERTIFICATION OF THE CUSTODIAN.

          i. No later than 1:00 p.m. Eastern Time on the Closing Date, the
Custodian shall deliver to the Trustee a Trust Receipt and Initial Certification
certifying, subject to any exceptions noted thereon, as to each Mortgage Loan on
the Mortgage Loan Schedule, (i) receipt of the original Mortgage Note and
Assignment of Mortgage and (ii) the Mortgage Note has been reviewed by the
Custodian and appears regular on its face and relates to such Mortgage Loan.

          ii. Upon the written directions of the Trustee, and upon the prior
tender by the Trustee of an applicable trust receipt or trust receipts
(including any related Trust Receipt and Final Certification that has been
issued), the Custodian shall deliver all or any portion of the related Custodial
Files held by it pursuant to such Trust Receipt to the Trustee, or to such other
party designated by such Trustee in such written direction, and to the place
indicated in any such written direction from the Trustee. If such delivery is
for less than all of the Custodial Files held by the Custodian with respect to
such Trust Receipt (and a Trust Receipt and Final Certification has been
issued), the Custodian shall deliver to the Trustee a new Trust Receipt and
Final Certification with respect to the related Custodial Files retained by the
Custodian. Each Trust Receipt (including any Trust Receipt and Final
Certification) surrendered shall be canceled by the Custodian.

          5. OBLIGATIONS OF THE CUSTODIAN.

          With respect to the Mortgage Note, the Mortgage and the Assignment of
Mortgage and other documents constituting each Custodial File which is delivered
to the Custodian or which come into the possession of the Custodian, the
Custodian is the custodian for the Trustee exclusively. The Custodian shall hold
all mortgage documents received by it constituting the Custodial File for the
exclusive use and benefit of the Trustee, and shall make disposition thereof
only in accordance with this Custodial Agreement and the instructions furnished
by the Trustee. The Custodian shall segregate and maintain continuous custody of
all mortgage documents constituting the Custodial File in secure and
fire-resistant facilities in accordance with customary standards for such
custody. The Custodian shall not be responsible to verify (i) the validity,
legality, enforceability, sufficiency, due authorization or genuineness of any
document in the Custodial File or of any Mortgage Loans or (ii) the
collectability, insurability, effectiveness including the authority or capacity
of any Person to execute or issue any document in the Custodial File, or
suitability of any Mortgage Loan unless


                                       R-6

<PAGE>



specified otherwise in this Custodial Agreement. The Custodian shall promptly
report to the Trustee any failure on its part to hold the Custodial Files and
maintain its accounts, records and computer systems as herein provided and
promptly take appropriate action to remedy such failure.

          6. FINAL CERTIFICATION.

          Not later than ninety (90) days following the Closing Date, the
Custodian shall ascertain that all documents specified in Sections 2(i)-(xi) of
this Custodial Agreement are in its possession, and shall deliver to the Trustee
a Trust Receipt and Final Certification certifying, subject to any exceptions
noted thereon 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 such certification as not covered by such
certification): (i) all documents required to be delivered to it pursuant to
Sections 2(i)-(xi) of this Custodial Agreement are in its possession; (ii) such
documents have been reviewed by it (including the information set forth in items
(l),(2),(3),(5),(l3) and (25) of the Mortgage Loan Schedule) and appear regular
on their face and relate to such Mortgage Loan; (iii) all Assignments of
Mortgage or intervening assignments of mortgage, as applicable, have been
submitted for recording in the jurisdiction in which recording is necessary; and
(iv) each Mortgage Note has been endorsed as provided in Section 2(ii) of this
Custodial Agreement and each Mortgage has been assigned in accordance with
Section 2 (iv) and (v) of this Custodial Agreement.

          7. FUTURE DEFECTS.

          During the term of this Custodial Agreement, if the Custodian
discovers any defect with respect to the Custodial File, the Custodian shall
give written specification of such defect to the Trustee.

          8. RELEASE FOR SERVICING.

          i. From time to time and as appropriate for the foreclosure or
servicing of any of the Mortgage Loans, the Custodian is hereby authorized, upon
written receipt from the Servicer of a request for release of documents and
receipt in the form annexed hereto as EXHIBIT 3, to release to the Servicer the
related Custodial File or the documents set forth in such request and receipt to
the Servicer. The Servicer promptly shall return to the Custodian the Custodial
File or other such documents when the Servicer's need therefor no longer exists,
unless the related Mortgage Loan shall be liquidated in which case, upon receipt
of an additional request for release of documents and receipt certifying such
liquidation from the Servicer to the Custodian in the form annexed hereto as
EXHIBIT 3, the Servicer's request and receipt submitted pursuant to the first
sentence of this Section 8 shall be released by the Custodian to the Servicer.

          ii. DLJMC shall indemnify the Custodian and each of their officers,
directors and agents for any and all liabilities, obligations, losses,
compensatory damages, payments, costs or expenses of any kind whatsoever that
may be imposed on, incurred by or asserted against the Custodian as a result of
the release of any Custodial Files to the Servicer; PROVIDED, HOWEVER, that


                                       R-7

<PAGE>



DLJMC shall not be liable to any of the foregoing Persons for any amount and any
portion of any such amount resulting from the willful misfeasance, bad faith or
negligence of such Person. The provisions of this Section 8(b) shall survive the
termination of this Custodial Agreement.

          9. LIMITATION ON RELEASE.

     The foregoing provision respecting release to the Servicer of the Custodial
Files and documents by the Custodian upon request by the Servicer shall be
operative only to the extent that at any time the Custodian shall not have
released to the Servicer active Custodial Files or documents (including those
requested) pertaining to more than 15 Mortgage Loans in the Mortgage Pool. Any
additional Custodial Files or documents requested to be released by the Servicer
may be released only upon written authorization of the Depositor. The
limitations of this paragraph shall not apply to the release of Custodial Files
to the Servicer under Section 10 below.

          10. RELEASE FOR PAYMENT.

          Upon receipt by the Custodian of the Servicer's request for release of
documents and receipt in the form annexed hereto as EXHIBIT 3 (which
certification shall include a statement to the effect that all amounts received
in connection with such payment or repurchase have been credited to the
Certificate Account as provided in the Pooling and Servicing Agreement), the
Custodian shall promptly release the related Custodial File to the Servicer.

          11. FEES OF CUSTODIAN.

          The Custodian shall charge such fees for its services under this
Custodial Agreement as are set forth in a separate agreement between the
Custodian and DLJMC, the payment of which fees, together with the Custodian's
expenses in connection herewith, shall be solely the obligation of DLJMC.

          12. REMOVAL OF CUSTODIAN.

          The Trustee or DLJMC with or without cause, may upon at least 60 days'
notice remove and discharge the Custodian from the performance of its duties
under this Custodial Agreement by written notice from the Trustee to the
Custodian, with a copy to DLJMC. Having given notice of such removal, DLJMC,
with the consent of the Trustee, promptly shall appoint a successor Custodian
(which may be the Trustee or an affiliate of the Trustee) to act on behalf of
the Trustee by written instrument, one original counterpart of which instrument
shall be delivered to the Trustee, with a copy to DLJMC and an original to the
successor Custodian. In the event of any such removal, the Custodian shall
promptly transfer to the successor Custodian, as directed, all Custodial Files
being administered under this Custodial Agreement. In the event of any such
appointments DLJMC shall be responsible for the fees and expenses of the
existing and successor Custodian. If the Trustee removes the Custodian without
cause, the Trustee shall be responsible for payment of all expenses incurred in
the transmission of the Custodial Files to the successor Custodian and for


                                       R-8

<PAGE>



all applicable release fees of the Custodian. If DLJMC removes the Custodian,
DLJMC shall be responsible for payment of all expenses incurred in the
transmission of the Custodial Files to the successor Custodian and for all
applicable release fees of the Custodian.

          13. TRANSFER OF CUSTODIAL FILES.

          Upon written request of the Trustee, the Custodian shall release to
such Persons as the Trustee shall designate the Custodial Files relating to such
Mortgage Loans as the Trustee shall request.

          14. EXAMINATION OF CUSTODIAL FILES.

          Upon reasonable prior notice to the Custodian but not less than two
(2) Business Days notice, the Trustee and its agents, accountants, attorneys,
auditors and designees will be permitted during normal business hours to examine
the Custodial Files, documents, records and other papers in the possession of or
under the control of the Custodian relating to any or all of the Mortgage Loans.
The Custodial Files shall be maintained at the Custodian's Texas facility
located at 2220 Chemsearch Boulevard, Suite 150, Irving, Texas 75062 or at such
other location as the Custodian may designate in writing to the Trustee and
DLJMC.

          15. INSURANCE OF CUSTODIAN.

          At its own expense, the Custodian shall maintain at all times during
the existence of this Custodial Agreement and keep in full force and effect such
insurance in amounts, with standard coverage and subject to deductibles, all as
is customary for insurance typically maintained by banks which act as custodian.
The minimum coverage under any such bond and insurance policies shall be at
least equal to the corresponding amounts required by FNMA in the FNMA Servicing
Guide or by FHLMC in the FHLMC Company's & Servicer's Guide. Upon request, the
Trustee shall be entitled to receive evidence satisfactory to the Trustee that
such insurance is in full force and effect.

          16. COUNTERPARTS.

          For the purpose of facilitating the execution of this Custodial
Agreement as herein provided and for other purposes, this Custodial 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 and be one and the same instrument.

          17. PERIODIC STATEMENTS.

          Within 10 days of each anniversary of the date of this Custodial
Agreement, or upon the request of the Trustee at any other time, the Custodian
shall provide to the Trustee a list of all the Mortgage Loans for which the
Custodian holds a Custodial File pursuant to this Custodial Agreement. Such list
may be in the form of a copy of the Mortgage Loan Schedule with manual


                                       R-9

<PAGE>



deletions to specifically denote any Mortgage Loans paid off, repurchased or
sold since the date of this Custodial Agreement.

          18. 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.

          19. COPIES OF MORTGAGE DOCUMENTS.

          Upon the request of the Trustee, acting solely at the direction of a
Servicer or a Certificateholder, and at the cost and expense of DLJMC, the
Custodian shall provide the Trustee with copies of the Mortgage Notes,
Mortgages, Assignments of Mortgage and other documents relating to one or more
of the Mortgage Loans.

          20. NO ADVERSE INTEREST OF CUSTODIAN.

          By execution of this Custodial Agreement, the Custodian represents and
warrants that it currently holds, and during the existence of this Custodial
Agreement shall hold, no interest adverse to the Trustee, by way of security or
otherwise, in any Mortgage Loan, and hereby waives and releases any such
interest which it may have in any Mortgage Loan as of the date hereof

          21. TERMINATION BY CUSTODIAN.

          The Custodian may terminate its obligations under this Custodial
Agreement upon at least 60 days' prior written notice to DLJMC and the Trustee.
In the event of such termination, the Trustee shall appoint a successor
Custodian. The payment of such successor Custodian's fees and expenses shall be
solely the responsibility of DLJMC. Upon such appointment, the Custodian shall
promptly transfer to the successor Custodian, as directed, all Custodial Files
being administered under this Custodial Agreement.

          22. TERM OF AGREEMENT.

          Unless terminated pursuant to Section 12 or Section 21 hereof, this
Custodial Agreement shall terminate upon the final payment or other liquidation
(or advance with respect thereto) of the last Mortgage Loan or the disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, and the final remittance of all funds due under the Pooling and
Servicing Agreement. In such event all documents remaining in the Custodial
Files shall be released in accordance with the written instructions of the
Trustee.

          23. NOTICES.


                                      R-10

<PAGE>




          All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given when received by the recipient party
at the addresses shown on the first page hereof, and in the case of the Trustee,
to the attention of CMFS: CSFB 2001-S3, in the case of DLJMC, to the attention
Helaine Hebble, and in the case of the Custodian, to the attention of
[__________], [__________], Attn: Document Custodian, or at such other addresses
as may hereafter be furnished to the other parties by like notice. Any such
demand, notice or communication hereunder shall be deemed to have been received
on the date delivered to or received at the premises of the addressee (as
evidenced, in the case of registered or certified mail, by the date noted on the
return receipt).

          24. SUCCESSORS AND ASSIGNS.

          The Custodian may assign its rights and obligations under this
Agreement, in whole or in part, to any Affiliate; however, Custodian agrees to
notify Trustee and DLJMC of any such assignment. Affiliate is defined as any
entity that directly or indirectly is under common control with Custodian, or is
under contract to be under common control with Custodian, and shall include a
subsidiary or parent company of Custodian.

          This Custodial Agreement shall inure to the benefit of the successors
and assigns of the parties hereto. Any person into which the Custodian may be
merged or converted or with which the Custodian may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which the
Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything to the contrary herein notwithstanding. Any assignee
shall forward a list of authorized representatives to each party to this
Custodial Agreement pursuant to Section 28 of this Custodial Agreement.

          25. INDEMNIFICATION OF CUSTODIAN.

          Neither the Custodian nor any of its directors, affiliates, officers,
agents, or employees, shall be liable for any action taken or omitted to be
taken by it or them hereunder or in connection herewith in good faith and
believed by it or them to be within the purview of this Custodial Agreement,
except for its or their own gross negligence, lack of good faith or willful
misconduct. In no event shall the Custodian or its directors, affiliates,
officers, agents, and employees be held liable for any special, indirect or
consequential damages resulting from any action taken or omitted to be taken by
it or them hereunder or in connection herewith even if advised of the
possibility of such damages.

          DLJMC agrees to indemnify, from DLJMC's own funds, and hold the
Custodian and its directors, affiliates, officers, agents, and employees
harmless against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever, including reasonable attorney's fees, that may be
imposed on,


                                      R-11

<PAGE>



incurred by, or asserted against it or them in any way relating to or arising
out of this Custodial Agreement or any action taken or not taken by it or them
hereunder, unless such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements were imposed on,
incurred by or asserted against the Custodian because of the breach by the
Custodian of its obligations hereunder, which breach was caused by gross
negligence, lack of good faith or willful misconduct on the part of the
Custodian or any of its directors, affiliates, officers, agents, or employees.
The indemnification set forth in this section shall survive any termination of
this Custodial Agreement and the termination or removal of the Custodian.

     Custodian agrees to indemnify, from Custodian's own funds, and hold the
Trustee and its directors, affiliates, officers, agents, and employees harmless
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever, including reasonable attorney's fees, that may be imposed on,
incurred by, or asserted against it or them in any way relating to or arising
out of this Custodial Agreement or any action taken or not taken by it or them
hereunder, unless such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements were imposed on,
incurred by or asserted against the Trustee because of the breach by the Trustee
of its obligations hereunder, which breach was caused by gross negligence, lack
of good faith or willful misconduct on the part of the Trustee or any of its
directors, affiliates, officers, agents, or employees. The indemnification set
forth in this section shall survive any termination of this Custodial Agreement
and the termination or removal of the Trustee.

          26. RELIANCE OF CUSTODIAN.

          In the absence of gross negligence or bad faith on the part of the
Custodian, the Custodian may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any data
communications, magnetic tape, request, instructions, certificate, opinion or
other document furnished to the Custodian, reasonably believed by the Custodian
to be genuine and to have been signed or presented by the proper party or
parties and conforming to the requirements of this Custodial Agreement; but in
the case of any loan document or other request, instruction, document or
certificate which by any provision hereof is specifically required to be
furnished to the Custodian, the Custodian shall be under a duty to examine the
same to determine whether or not it conforms PRIMA FACIE to the requirements of
this Custodial Agreement.

          27. TRANSMISSION OF CUSTODIAL FILES.

          Subject to the last sentence hereof, written instructions as to the
method of shipment and shipper(s) the Custodian is directed to utilize in
connection with transmission of mortgage files and loan documents in the
performance of the Custodian's duties hereunder shall be delivered by the
Trustee to the Custodian prior to any shipment of any mortgage files and loan
documents hereunder. The Trustee will arrange for the provision of such services
at the reasonable cost and expense of DLJMC (or, at the Custodian's option,
DLJMC shall reimburse the Custodian for all costs and expenses incurred by the
Custodian consistent with such instructions) and will maintain such


                                      R-12

<PAGE>



insurance against loss or damage to mortgage files and loan documents as DLJMC
deems appropriate. Without limiting the generality of the provisions of Section
25 above, it is expressly agreed that in no event shall the Custodian have any
liability for any losses or damages to any person, including without limitation,
DLJMC and the Trustee arising out of actions of the Custodian consistent with
instructions of DLJMC and the Trustee. In the event the Trustee does not provide
written instruction to the Custodian pursuant to the first sentence hereof, the
Custodian will ship any mortgage files and loan documents using any nationally
recognized courier service.

          28. AUTHORIZED REPRESENTATIVES.

          Each individual designated as an authorized representative of DLJMC
and the Trustee, respectively (an "Authorized Representative"), is authorized to
give and receive notices, requests and instructions and to deliver certificates
and documents in connection with this Custodial Agreement on behalf of DLJMC or
the Trustee, as the case may be, and the specimen signature for each such
Authorized Representative of DLJMC and each such Authorized Representative of
the Trustee, initially authorized hereunder, is set forth on EXHIBIT 4 and
EXHIBIT 5 hereof, respectively. From time to time, DLJMC and the Trustee may, by
delivering to each other and to the Custodian a revised exhibit, change the
information previously given pursuant to this Section 28, but each of the
parties hereto shall be entitled to rely conclusively on the then current
exhibit until receipt of a superseding exhibit.

          29. REPRODUCTION OF DOCUMENTS.

          This Custodial Agreement and all documents relating thereto except
with respect to the Custodial File, including, without limitation, (a) consents,
waivers and modifications which may hereafter be executed, and (b) certificates
and other information previously or hereafter furnished, may be reproduced by
any photographic, photostatic, microfilm, microcard, miniature photographic or
other similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.

          30. FORCE MAJEURE.

          The Custodian shall not be responsible for delays or failures in
performance resulting from acts beyond its control. Such acts shall include,
without limitation, acts of God, strikes, lockouts, riots, acts of war or
terrorism, epidemics, nationalization, expropriation, currency restrictions,
governmental regulations adopted after the date of this Agreement, fire,
communication line failures, computer viruses, power failures, earthquakes or
other disasters of a similar nature to the foregoing.

          31. LIMITATIONS ON THE RESPONSIBILITIES OF THE CUSTODIAN.


                                      R-13

<PAGE>




               a.   The Custodian shall be under no duty or obligation to
                    inspect, review or examine the Custodial Files to determine
                    that the contents thereof are appropriate for the
                    represented purpose or that they have been actually recorded
                    or that they are other than what they purport to be on their
                    face.

               b.   The Custodian shall not be responsible for preparing or
                    filing any reports or returns relating to federal, state or
                    local income taxes with respect to this Agreement, other
                    than for the Custodian's compensation or for reimbursement
                    of expenses.

               c.   The Custodian shall not be responsible or liable for, and
                    makes no representation or warranty with respect to, the
                    validity, adequacy or perfection or any lien upon or
                    security interest in any Custodial File.

               d.   Any other provision of this Agreement to the contrary
                    notwithstanding, the Custodian shall have no notice, and
                    shall not be bound by any of the terms and conditions of any
                    other document or agreement executed or delivered in
                    connection with, or intended to control any part of, the
                    transactions anticipated by or referred to in this Agreement
                    unless the Custodian is a signatory party to that document
                    or agreement. Notwithstanding the foregoing sentence, the
                    Custodian shall be deemed to have notice of the terms and
                    conditions (including without limitation definitions not
                    otherwise set forth in full in this Agreement) of other
                    documents and agreements executed or delivered in connection
                    with, or intended to control any part of, the transactions
                    anticipated by or referred to in this Agreement, to the
                    extent such terms and provisions are referenced, or are
                    incorporated by reference, into this Agreement only as long
                    as the Custodian shall have been provided a copy of any such
                    document or agreement.

               e.   The duties and obligations of the Custodian shall only be
                    such as are expressly set forth in this Agreement or as set
                    forth in a written amendment to this Agreement executed by
                    the parties hereto or their successors and assigns. In the
                    event that any provision of this Agreement implies or
                    requires that action or forbearance be taken by a party, but
                    is silent as to which party has the duty to act or refrain
                    from acting, the parties agree that the Custodian shall not
                    be the party required to take the action or refrain from
                    acting. In no event shall the Custodian have any
                    responsibility to ascertain or take action except as
                    expressly provided herein.



                                      R-14

<PAGE>



               f.   Nothing in this Agreement shall be deemed to impose on the
                    Custodian any duty to qualify to do business in any
                    jurisdiction, OTHER THAN (i) any jurisdiction where any
                    Custodial File is or may be held by the Custodian from time
                    to time hereunder, and (ii) any jurisdiction where its
                    ownership of property or conduct of business requires such
                    qualification and where failure to qualify could have a
                    material adverse effect on the Custodian or its property or
                    business or on the ability of the Custodian to perform its
                    duties hereunder.

               g.   The Custodian may consult with counsel selected by the
                    Custodian with regard to legal questions arising out of or
                    in connection with this Agreement, and the written opinion
                    of such counsel shall be full and complete authorization and
                    protection in respect of any action reasonably taken,
                    omitted or suffered by the Custodian in good faith and in
                    accordance therewith.

               h.   No provision of this Agreement shall require the Custodian
                    to expend or risk its own funds or otherwise incur any
                    financial liability in the performance of any of its duties
                    hereunder or in the exercise of any of its rights and
                    powers, if, in its sole judgment, it shall believe that
                    repayment of such funds or adequate indemnity against such
                    risk or liability is not assured to it.

               i.   The Custodian shall have no duty to ascertain whether or not
                    each amount or payment has been received by the Trustee,
                    DLJMC or any third person.

          32. BINDING ARBITRATION.

          Upon demand of any party hereto, whether made before or after
institution of any judicial proceeding, any dispute, CLAIM or controversy
arising out of, connected with or relating to this Agreement ("Disputes"),
between or among parties hereto shall be resolved by binding arbitration as
provided herein. Institution of a judicial proceeding by a party does not waive
the right of that party to demand arbitration hereunder. Disputes may include,
without limitation tort claims, counterclaims, claims brought as class actions
or claims concerning any aspect of the past, present or future relationships
arising out of or connected with this Agreement. Arbitration shall be conducted
under and governed by the Commercial Financial Disputes Arbitration Rules (the
"Arbitration Rules") of the American Arbitration Association and Title 9 of the
U.S. Code. All arbitration hearings shall be conducted in New York, New York.
The expedited procedures set forth in Rule 51, ET SEQ. of the Arbitration Rules
shall be applicable to claims of less than $ 1,000,000. All applicable statutes
of limitation shall apply to any Dispute. A judgment upon the award may be
entered in any court having jurisdiction. The panel from which all arbitrators
are selected shall be comprised of licensed attorneys. The single arbitrator
selected for expedited procedure shall be a


                                      R-15

<PAGE>



retired judge from the highest court of general jurisdiction, state or federal,
of the state where the hearing will be conducted.


                                      R-16

<PAGE>



          IN WITNESS WHEREOF, DLJMC, the Trustee and the Custodian have caused
their names to be duly signed hereto by their respective officers thereunto duly
authorized, all as of the date first above written.

                                   THE CHASE MANHATTAN BANK,
                                      not in its individual capacity but solely
                                      as Trustee for the CSFB Mortgage
                                      Pass-Through Certificates, Series 2001-S3


                                   By:_______________________________________
                                      Name:
                                      Title:


                                   DLJ MORTGAGE CAPITAL, INC.


                                   By:_______________________________________
                                      Name:
                                      Title:


                                   [__________________________],
                                      as Custodian


                                   By:_______________________________________
                                      Name:
                                      Title:



                                      R-17

<PAGE>



                                    EXHIBIT S

                      FORM OF CERTIFICATE INSURANCE POLICY

                            (Available Upon Request)



                                       S-1

<PAGE>



                                    EXHIBIT T

                         MORTGAGE POOL INSURANCE POLICY

                            (Available Upon Request)



                                       T-1

<PAGE>



                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

                            (Available Upon Request)



                                       I-1

<PAGE>



                                   SCHEDULE II

                     SELLER'S REPRESENTATIONS AND WARRANTIES

     (i) the Seller is a corporation duly organized, validly existing and in
good standing under the laws of the state of its incorporation;

     (ii) the Seller has full corporate power to own its property, to carry on
its business as presently conducted and to enter into and perform its
obligations under this Agreement;

     (iii) the execution and delivery by the Seller of this Agreement have been
duly authorized by all necessary corporate action on the part of the Seller; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated hereby, nor compliance with the provisions
hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Seller or its properties or the
certificate of incorporation or by-laws of the Seller, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Seller's ability to enter into this Agreement and to
consummate the transactions contemplated hereby;

     (iv) the execution, delivery and performance by the Seller of this
Agreement and the consummation of the transactions contemplated hereby do not
require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any state, federal or
other governmental authority or agency, except those consents, approvals,
notices, registrations or other actions as have already been obtained, given or
made and, in connection with the recordation of the Mortgages, powers of
attorney or assignments of Mortgages not yet completed;

     (v) this Agreement has been duly executed and delivered by the Seller and,
assuming due authorization, execution and delivery by the Trustee, the Servicer
and the Depositor, constitutes a valid and binding obligation of the Seller
enforceable against it in accordance with its terms (subject to applicable
bankruptcy and insolvency laws and other similar laws affecting the enforcement
of the rights of creditors generally); and

     (vi) to the knowledge of the Seller, there are no actions, litigation,
suits or proceedings pending or threatened against the Seller before or by any
court, administrative agency, arbitrator or governmental body (i) with respect
to any of the transactions contemplated by this Agreement or (ii) with respect
to any other matter which in the judgment of the Seller if determined adversely
to the Seller would reasonably be expected to materially and adversely affect
the Seller's ability to perform its obligations under this Agreement; and the
Seller is not in default with respect to any order of any court, administrative
agency, arbitrator or governmental body so as to materially and adversely affect
the transactions contemplated by this Agreement



                                       I-2

<PAGE>


                                  SCHEDULE III

              REPRESENTATIONS AND WARRANTIES FOR THE MORTGAGE LOANS

                            (Available Upon Request)


                                      III-1