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                                  CWABS, INC.,

                                    Depositor

                          COUNTRYWIDE HOME LOANS, INC.,

                                     Seller

                      COUNTRYWIDE HOME LOANS SERVICING LP,

                                 Master Servicer

                                       and

                              THE BANK OF NEW YORK,

                                     Trustee


                     ______________________________________

                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 1, 2003
                     ______________________________________


                   ASSET-BACKED CERTIFICATES, SERIES 2003-SC1






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TABLE OF CONTENTS
                                                                            Page
                                                                            ----



ARTICLE I. DEFINITIONS.........................................................3

Section 1.01.  Defined Terms...................................................3


ARTICLE II. CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES......49

Section 2.01.  Conveyance of Mortgage Loans...................................49

Section 2.02.  Acceptance of the Mortgage Loans...............................53

Section 2.03.  Representations, Warranties and Covenants of the Master
               Servicer and the Seller........................................55

Section 2.04.  Representations and Warranties of the Depositor................67

Section 2.05.  Delivery of Opinion of Counsel in Connection with
               Substitutions and Repurchases..................................69

Section 2.06.  Authentication and Delivery of Certificates....................70

Section 2.07.  Covenants of the Master Servicer...............................70


ARTICLE III. ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...................71

Section 3.01.  Master Servicer to Service Mortgage Loans......................71

Section 3.02.  Subservicing; Enforcement of the Obligations of
               Master Servicer................................................72

Section 3.03.  Rights of the Depositor, the Seller and the Trustee in
               Respect of the Master Servicer.................................73

Section 3.04.  Trustee to Act as Master Servicer..............................73

Section 3.05.  Collection of Mortgage Loan Payments; Certificate Account;
               Distribution Account; Seller Shortfall Interest Requirement....74

Section 3.06.  Collection of Taxes, Assessments and Similar Items;
               Escrow Accounts................................................77

Section 3.07.  Access to Certain Documentation and Information Regarding
               the Mortgage Loans.............................................77

Section 3.08.  Permitted Withdrawals from the Certificate Account,
               Distribution Account and the Carryover Reserve Fund............78

Section 3.09.  [Reserved.]....................................................80

Section 3.10.  Maintenance of Hazard Insurance................................80


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Section 3.11.  Enforcement of Due-On-Sale Clauses; Assumption Agreements......81

Section 3.12.  Realization Upon Defaulted Mortgage Loans; Determination
               of Excess Proceeds and Realized Losses; Repurchase of
               Certain Mortgage Loans.........................................82

Section 3.13.  Trustee to Cooperate; Release of Mortgage Files................85

Section 3.14.  Documents, Records and Funds in Possession of Master Servicer
               to be Held for the Trustee.....................................86

Section 3.15.  Servicing Compensation.........................................87

Section 3.16.  Access to Certain Documentation................................87

Section 3.17.  Annual Statement as to Compliance..............................87

Section 3.18.  Annual Independent Public Accountants' Servicing Statement;
               Financial Statements...........................................88

Section 3.19.  The Corridor Contract..........................................88

Section 3.20.  Prepayment Charges.............................................89


ARTICLE IV. DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER.................91

Section 4.01.  Advances.......................................................91

Section 4.02.  Reduction of Servicing Compensation in Connection with
               Prepayment Interest Shortfalls.................................92

Section 4.03.  [Reserved].....................................................92

Section 4.04.  Distributions..................................................92

Section 4.05.  Monthly Statements to Certificateholders.......................96

Section 4.06.  [Reserved].....................................................99

Section 4.07.  [Reserved].....................................................99

Section 4.08.  Carryover Reserve Fund.........................................99

Section 4.09.  Distributions on the REMIC I Regular Interests................100

Section 4.10.  The Class P Certificates......................................102

Section 4.11.  Allocation of Realized Losses on the REMIC I Regular
               Interests.....................................................102


ARTICLE V. THE CERTIFICATES..................................................104

Section 5.01.  The Certificates..............................................104


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Section 5.02.  Certificate Register; Registration of Transfer and
               Exchange of Certificates......................................105

Section 5.03.  Mutilated, Destroyed, Lost or Stolen Certificates.............109

Section 5.04.  Persons Deemed Owners.........................................109

Section 5.05.  Access to List of Certificateholders' Names and Addresses.....109

Section 5.06.  Book-Entry Certificates.......................................110

Section 5.07.  Notices to Depository.........................................111

Section 5.08.  Definitive Certificates.......................................111

Section 5.09.  Maintenance of Office or Agency...............................111


ARTICLE VI. THE DEPOSITOR, THE MASTER SERVICER AND THE SELLER................112

Section 6.01.  Respective Liabilities of the Depositor, the Master
               Servicer and the Seller.......................................112

Section 6.02.  Merger or Consolidation of the Depositor, the Master
               Servicer or the Seller........................................112

Section 6.03.  Limitation on Liability of the Depositor, the Seller,
               the Master Servicer and Others................................112

Section 6.04.  Limitation on Resignation of Master Servicer..................113

Section 6.05.  Errors and Omissions Insurance; Fidelity Bonds................113


ARTICLE VII. DEFAULT; TERMINATION OF MASTER SERVICER.........................115

Section 7.01.  Events of Default.............................................115

Section 7.02.  Trustee to Act; Appointment of Successor......................116

Section 7.03.  Notification to Certificateholders............................118


ARTICLE VIII. CONCERNING THE TRUSTEE.........................................119

Section 8.01.  Duties of Trustee.............................................119

Section 8.02.  Certain Matters Affecting the Trustee.........................120

Section 8.03.  Trustee Not Liable for Mortgage Loans.........................121

Section 8.04.  Trustee May Own Certificates..................................121

Section 8.05.  Master Servicer to Pay Trustee's Fees and Expenses............122

Section 8.06.  Eligibility Requirements for Trustee..........................122



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Section 8.07.   Resignation and Removal of Trustee...........................123

Section 8.08.   Successor Trustee............................................123

Section 8.09.   Merger or Consolidation of Trustee...........................124

Section 8.10.   Appointment of Co-Trustee or Separate Trustee................124

Section 8.11.   Tax Matters..................................................125


ARTICLE IX. TERMINATION......................................................129

Section 9.01.   Termination upon Liquidation or Repurchase of all
                Mortgage Loans...............................................129

Section 9.02.   Final Distribution on the Certificates.......................129

Section 9.03.   Additional Termination Requirements..........................131


ARTICLE X. MISCELLANEOUS PROVISIONS..........................................132

Section 10.01.  Amendment....................................................132

Section 10.02.  Recordation of Agreement; Counterparts.......................133

Section 10.03.  Governing Law................................................134

Section 10.04.  Intention of Parties.........................................134

Section 10.05.  Notices......................................................134

Section 10.06.  Severability of Provisions...................................135

Section 10.07.  Assignment...................................................136

Section 10.08.  Limitation on Rights of Certificateholders...................136

Section 10.09.  Inspection and Audit Rights..................................137

Section 10.10.  Certificates Nonassessable and Fully Paid....................137


EXHIBITS

EXHIBIT A-1          Form of Class A-1 Certificate
EXHIBIT A-2          Form of Class A-2 Certificate
EXHIBIT A-3          Form of Class A-IO Certificate
EXHIBIT A-4          Form of Class M-1 Certificate
EXHIBIT A-5          Form of Class M-2 Certificate
EXHIBIT A-6          Form of Class M-3 Certificate



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EXHIBIT A-7          Form of Class M-4 Certificate
EXHIBIT A-8          Form of Class M-5 Certificate
EXHIBIT A-9          Form of Class B Certificate
EXHIBIT B            Form of Class C Certificate
EXHIBIT C            Form of Class P Certificate
EXHIBIT D            Form of Class A-R Certificate
EXHIBIT E            Form of Tax Matters Person Certificate
EXHIBIT F            Mortgage Loan Schedules
EXHIBIT F-1          List of Mortgage Loans
EXHIBIT F-2          Mortgage Loans for which All or a Portion of
                        a Related Mortgage File is not Delivered to the
                        Trustee on or prior to the Closing Date
EXHIBIT G            Forms of Certification of Trustee
EXHIBIT G-1          Form of Initial Certification of Trustee
EXHIBIT G-2          Form of Interim Certification of Trustee
EXHIBIT G-3          Form of Delay Delivery Certification
EXHIBIT G-4          [Reserved]
EXHIBIT H            Form of Final Certification of Trustee
EXHIBIT I            Transfer Affidavit
EXHIBIT J-1          Form of Transferor Certificate for Class A-R Certificates
EXHIBIT J-2          Form of Transferor Certificate for Private Certificates
EXHIBIT K            Form of Investment Letter (Non-Rule 144A)
EXHIBIT L            Form of Rule 144A Letter
EXHIBIT M            Request for Release (for Trustee)
EXHIBIT N            Request for Release (for Mortgage Loans Paid in
                        Full, Repurchased or Replaced)
EXHIBIT O            Copy of Depositary Agreement
EXHIBIT P            Form of Mortgage Note and Mortgage
EXHIBIT Q            [reserved]
EXHIBIT R            Form of Corridor Contract
EXHIBIT S            Form of Corridor Contract Assignment Agreement
EXHIBIT T            Officer's Certificate with Respect to Prepayments


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                  POOLING AND SERVICING AGREEMENT, dated as of November 1, 2003,
by and among CWABS, INC., a Delaware corporation, as depositor (the
"Depositor"), COUNTRYWIDE HOME LOANS, INC., a New York corporation, as seller
(the "Seller"), COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited
partnership, as master servicer (the "Master Servicer") and The Bank of New
York, a New York banking corporation, as trustee (the "Trustee").

PRELIMINARY STATEMENT:

         The Depositor intends to sell mortgage asset-backed pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
twelve classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans (as defined herein).

                                     REMIC I
                                     -------

         As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets (exclusive of the Corridor Contract and the Carryover Reserve
Fund) subject to this Agreement as a real estate mortgage investment conduit (a
"REMIC") for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC I." The Class R-I Interest will represent the sole
class of "residual interests" in REMIC I for purposes of the REMIC Provisions
(as defined herein) under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated
REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for
each of the "regular interests" in REMIC I (the "REMIC I Regular Interests").
The "latest possible maturity date" (determined solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I
Regular Interest shall be the 360th Distribution Date. None of the REMIC I
Regular Interests will be certificated.

 DESIGNATION     UNCERTIFICATED REMIC I      UNCERTIFICATED      LATEST POSSIBLE
-------------      PASS-THROUGH RATE       PRINCIPAL BALANCE      MATURITY DATE
                   -----------------       -----------------      -------------
    LT-A                 (1)                 $181,577,043.66       January 2034
    LT-IO                (1)                 $ 31,927,000.00       January 2034
    LT-P                 (1)                    $ 100.00           January 2034
    LT-R                 (1)                    $ 100.00           January 2034
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.

                                    REMIC II
                                    --------

         As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the REMIC I Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
REMIC II. The Class R-II Interest will represent the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, remittance
rate (the "Uncertificated REMIC II Pass-Through Rate") and initial
Uncertificated Principal Balance for each of the "regular interests" in REMIC II
(the "REMIC II Regular Interests"). The "latest possible maturity date"
(determined solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the 360th
Distribution Date. None of the REMIC II Regular Interests will be certificated.


 DESIGNATION     UNCERTIFICATED REMIC II     UNCERTIFICATED      LATEST POSSIBLE
-------------      PASS-THROUGH RATE       PRINCIPAL BALANCE      MATURITY DATE
                 -----------------------   -----------------      -------------



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    LT-AA                  (1)              $ 209,233,962.79       January 2034
    LT-A1                  (1)               $ 1,150,000.00        January 2034
    LT-A2                  (1)                $ 424,590.00         January 2034
    LT-M1                  (1)                $ 202,830.00         January 2034
    LT-M2                  (1)                $ 165,470.00         January 2034
    LT-M3                  (1)                 $ 32,030.00         January 2034
    LT-M4                  (1)                 $ 58,710.00         January 2034
    LT-M5                  (1)                 $ 69,390.00         January 2034
    LT-B                   (1)                 $ 32,020.00         January 2034
    LT-ZZ                  (1)               $ 2,135,040.87        January 2034
    LT-IO                  (1)                     (2)             January 2034
    LT-P                   (1)                  $ 100.00           January 2034
    LT-R                   (1)                  $ 100.00           January 2034
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC II
    Pass-Through Rate.
(2) REMIC II Regular Interest LT-IO will accrue interest on its Uncertificated
    Notional Amount.


                                    REMIC III
                                    ---------

         As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
REMIC III. The Class R-III Interest will represent the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation,
Pass-Through Rate, aggregate Initial Certificate Principal Balance, Final
Scheduled Distribution Date and initial ratings for each Class of Certificates
comprising the interests representing "regular interests" in REMIC III. The
"latest possible maturity date" (determined solely for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of REMIC III
Regular Certificates shall be the 360th Distribution Date.


DESIGNATION     PASS-THROUGH RATE       AGGREGATE INITIAL       FINAL SCHEDULED
-----------     -----------------     CERTIFICATE PRINCIPAL    DISTRIBUTION DATE
                                            BALANCE            -----------------
                                            -------
 Class A-1             (1)             $ 115,000,000            July 2018
 Class A-2             (1)             $  42,459,000            January 2030
 Class A-IO            (1)             $  31,927,000(4)         May 2005
 Class M-1             (1)             $  20,283,000            August 2027
 Class M-2             (1)             $  16,547,000            September 2023
 Class M-3             (1)             $   3,203,000            March 2023
 Class M-4             (1)             $   5,871,000            March 2023
 Class M-5             (1)             $   6,939,000            December 2022
  Class B              (1)             $   3,202,000            June 2022
  Class C              (2)             $           0            January 2030
  Class P              (3)             $         100            January 2030
_______________
   (1)   Interest will accrue at a rate equal to the Pass-Through Rate, as
         defined herein.
   (2)   The Class C Certificates will accrue interest on a Notional Balance as
         described in the definition of Current Interest. The Class C
         Certificates will not accrue interest on their Certificate Principal
         Balance.
   (3)   The Class P Certificates will not be entitled to distributions of
         interest.
   (4)   Notional Balance.



                                   ARTICLE I.

                                   DEFINITIONS

Section 1.01.     DEFINED TERMS.

                  In addition to those defined terms defined in Section 1.02,
whenever used in this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following meanings:

                  ACCRUAL PERIOD: With respect to any Distribution Date and the
Certificates (other than the Class A-IO, Class A-R, Class P and Class C
Certificates), the period commencing on the immediately preceding Distribution
Date (or, in the case of the first Distribution Date, the Closing Date) and
ending on the day immediately preceding the current Distribution Date. With
respect to any Distribution Date and the Class A-IO Certificates and Class C
Certificates, the calendar month preceding the month in which such Distribution
Date occurs. All calculations of interest on the Certificates (other than the
Class A-IO Certificates and Class C Certificates) will be made on the basis of
the actual number of days elapsed in the related Accrual Period and on a 360-day
year. All calculations of interest on the Class A-IO Certificates and C
Certificates will be made on the basis of a 360-day year consisting of twelve
30-day months. The Class A-R Certificates and Class P Certificates will not
accrue any interest and therefore have no Accrual Period.

                  ACTUARIAL MORTGAGE LOAN: Any Mortgage Loan other than a Simple
Interest Mortgage Loan.


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                  ADJUSTED NET MORTGAGE RATE: As to each Mortgage Loan, the
Mortgage Rate less the Expense Fee Rate.

                  ADVANCE: The aggregate of the advances required to be made by
the Master Servicer with respect to any Distribution Date pursuant to Section
4.01, the amount of any such advances being equal to the sum of (A) the
aggregate of payments of principal and interest on the Actuarial Mortgage Loans
and payments of interest on the Simple Interest Mortgage Loans (in each case,
net of the Servicing Fees) on the Mortgage Loans that were due on the related
Due Date and not received by the Master Servicer as of the close of business on
the related Determination Date and (B) with respect to each REO Property that
has not been liquidated, an amount equal to the excess, if any, of (x) one
month's interest (adjusted to the Net Mortgage Rate) on the Stated Principal
Balance of the related Mortgage Loan over (y) the net monthly rental income (if
any) from such REO Property deposited in the Certificate Account for such
Distribution Date pursuant to Section 3.12, less the aggregate amount of any
such delinquent payments that the Master Servicer has determined would
constitute a Nonrecoverable Advance were an advance to be made with respect
thereto. Notwithstanding the foregoing, all references to scheduled interest or
interest due on a related Due Date with respect to a Simple Interest Mortgage
Loan will mean an amount equal to the excess of (i) 30 days' interest at the
applicable Net Mortgage Rate on the Stated Principal Balance of such Simple
Interest Mortgage Loan as of the last day of the related Due Period over (ii)
the portion of any monthly payment received from the borrower during the related
Due Period which was allocable to interest.

                  AGREEMENT: This Pooling and Servicing Agreement and any and
all amendments or supplements hereto made in accordance with the terms herein.

                  AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution
Date, the aggregate amount held in the Certificate Account at the close of
business on the immediately preceding Determination Date on account of (i) all
Scheduled Payments or portions thereof received in respect of the Mortgage Loans
due after the related Due Date and (ii) Principal Prepayments and Liquidation
Proceeds received in respect of such Mortgage Loans after the last day of the
related Prepayment Period or Due Period, respectively.

                  APPLIED REALIZED LOSS AMOUNT: With respect to any Distribution
Date, the sum of the Realized Losses with respect to the Mortgage Loans which
are to be applied in reduction of the Certificate Principal Balance the most
subordinate Class of Subordinate Certificates outstanding pursuant to this
Agreement, which shall equal the amount, if any, by which, Certificate Principal
Balance of all Certificates (after all distributions of principal on such
Distribution Date) exceeds the Stated Principal Balance of the Mortgage Loans
for such Distribution Date.

                  APPRAISED VALUE: The appraised value of the Mortgaged Property
based upon the appraisal made for the Seller by a fee appraiser at the time of
the origination of the related Mortgage Loan, or the sales price of the
Mortgaged Property at the time of such origination, whichever is less, or with
respect to any Mortgage Loan originated in connection with a



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refinancing, the appraised value of the Mortgaged Property based upon the
appraisal made at the time of such refinancing.

                  BANKRUPTCY CODE:  Title 11 of the United States Code.

                  BOOK-ENTRY CERTIFICATES: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which
is reflected on the books of the Depository or on the books of a person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 5.06). As of the Closing
Date, each Class of Regular Certificates constitutes a Class of Book-Entry
Certificates.

                  BUSINESS DAY: Any day other than (i) a Saturday or a Sunday,
or (ii) a day on which banking institutions in the State of California, City of
New York, New York 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.

                  CARRYOVER RESERVE FUND: The separate Eligible Account created
and initially maintained by the Trustee pursuant to Section 4.08 in the name of
the Trustee for the benefit of the Certificateholders and designated "The Bank
of New York in trust for registered holders of CWABS, Inc., Asset-Backed
Certificates, Series 2003-SC1". Funds in the Carryover Reserve Fund shall be
held in trust for the Certificateholders for the uses and purposes set forth in
this Agreement and shall not be a part of any REMIC created under this
Agreement.

                  CERTIFICATE: Any one of the certificates of any Class executed
and authenticated by the Trustee in substantially the forms attached hereto as
Exhibits A-1 through A-8, Exhibit B, Exhibit C and Exhibit D.

                  CERTIFICATE ACCOUNT: The separate Eligible Account created and
initially maintained by the Master Servicer pursuant to Section 3.05(b) with a
depository institution in the name of the Master Servicer on behalf of the
Certificateholders and designated "Countrywide Home Loans Servicing LP in trust
for registered holders of CWABS, Inc., Asset-Backed Certificates, Series
2003-SC1". Funds in the Certificate Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement.

                  CERTIFICATE ACCOUNT DEPOSIT: An amount equal to the aggregate
of all amounts in respect of (i) principal of the Mortgage Loans due on or after
the Cut-off Date and received by the Master Servicer before the Closing Date and
not applied in computing the Cut-off Date Principal Balance thereof, and (ii)
interest on the Mortgage Loans due on and after the Cut-off Date and received by
the Master Servicer before the Closing Date.

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


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<PAGE>


                  CERTIFICATE PRINCIPAL BALANCE: As to any Certificate (other
than the Class A-IO Certificates and Class C Certificates) and as of any
Distribution Date, the Initial Certificate Principal Balance of such Certificate
LESS the sum of (i) all amounts distributed with respect to such Certificate in
reduction of the Certificate Principal Balance thereof on previous Distribution
Dates pursuant to Section 4.04, and (ii) in the case of any Subordinate
Certificate, any Applied Realized Loss Amounts allocated to such Certificate on
previous Distribution Dates pursuant to Section 4.04. As to any Class C
Certificate and as of any Distribution Date, an amount equal to the excess, if
any, of (i) the aggregate Stated Principal Balance of the Mortgage Loans over
(ii) the aggregate Certificate Principal Balance of the Offered Certificates
(other than the Class A-IO Certificates). References herein to the Certificate
Principal Balance of a Class of Certificates shall mean the Certificate
Principal Balances of all Certificates in such Class.

                  CERTIFICATE REGISTER: The register maintained pursuant to
Section 5.02 hereof.

                  CERTIFICATEHOLDER or HOLDER: The person in whose name a
Certificate is registered in the Certificate Register (initially, Cede & Co., as
nominee for the Depository, in the case of any Class of Regular Certificates,
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 Voting
Interest evidenced thereby shall not be taken into account in determining
whether the requisite amount of Voting Interests necessary to effect such
consent has been obtained; provided that if any such Person (including the
Depositor) owns 100% of the Voting Interests evidenced by a Class of
Certificates, such Certificates shall be deemed to be Outstanding for purposes
of any provision hereof (other than the second sentence of Section 10.01 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 Section 5.01 hereof.

                  CLASS A-1 CERTIFICATE: Any Certificate designated as a "Class
A-1 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to distributions as set forth herein.

                  CLASS A-1 CERTIFICATE PRINCIPAL BALANCE: As of any date of
determination, the Certificate Principal Balance of the Class A-1 Certificates.

                  CLASS A-1 CURRENT INTEREST: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class A-1 Pass-Through
Rate on the Class A-1 Certificate Principal Balance immediately prior to such
Distribution Date, plus any amount previously distributed with respect to
interest for such Class that is recovered as a voidable preference by a trustee
in bankruptcy.


                                       6
<PAGE>



                  CLASS A-1 INTEREST CARRY FORWARD AMOUNT: For any Distribution
Date, the excess of (a) the Class A-1 Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class A-1
Certificates with respect to interest on such prior Distribution Dates.

                  CLASS A-1 INTEREST CARRYOVER AMOUNT: For any Distribution Date
on which the Pass-Through Rate for the Class A-1 Certificates is based upon the
Net Rate Cap, the sum of (A) the excess of (i) the amount of interest the Class
A-1 Certificates would otherwise have accrued for such Distribution Date had
such rate been calculated as the sum of One-Month LIBOR and the applicable Class
A-1 Margin for such Distribution Date, over (ii) the amount of interest accrued
on the Class A-1 Certificates at the Net Rate Cap for such Distribution Date and
(B) the Class A-1 Interest Carryover Amount for all previous Distribution Dates
not previously paid pursuant to Section 4.04, together with interest thereon at
the Class A-1 Pass-Through Rate (without giving effect to the Net Rate Cap).

                  CLASS A-1 MARGIN: For any Distribution Date on or prior to the
Optional Termination Date, 0.250% per annum and, for any Distribution Date after
the Optional Termination Date, 0.500% per annum.

                  CLASS A-1 PASS-THROUGH RATE: For any Distribution Date, the
lesser of (i) One-Month LIBOR plus the Class A-1 Margin and (ii) the Net Rate
Cap for such Distribution Date.

                  CLASS A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution
Date, the excess of (i) the aggregate Certificate Principal Balance of the Class
A-1 Certificates and Class A-2 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (x) 38.00% of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date after giving
effect to distributions to be made on that Distribution Date and (y) the
aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date minus the OC Floor; provided,
however, that after the Class M-1 Certificate Principal Balance, the Class M-2
Certificate Principal Balance, the Class M-3 Certificate Principal Balance, the
Class M-4 Certificate Principal Balance, the Class M-5 Certificate Principal
Balance and the Class B Certificate Principal Balance have been reduced to zero,
the Class A Principal Distribution Amount for such Distribution Date will equal
100% of the Principal Distribution Amount for such Distribution Date..

                  CLASS A-2 CERTIFICATE: Any Certificate designated as a "Class
A-2 Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to distributions as set forth herein.

                  CLASS A-2 CERTIFICATE PRINCIPAL BALANCE: As of any date of
determination, the Certificate Principal Balance of the Class A-2 Certificates.

                  CLASS A-2 CURRENT INTEREST: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class A-2 Pass-Through
Rate on the Class A-2 Certificate


                                       7
<PAGE>


Principal Balance immediately prior to such Distribution Date, plus any amount
previously distributed with respect to interest for such Class that is recovered
as a voidable preference by a trustee in bankruptcy.

                  CLASS A-2 INTEREST CARRY FORWARD AMOUNT: For any Distribution
Date, the excess of (a) the Class A-2 Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class A-2
Certificates with respect to interest on such prior Distribution Dates.

                  CLASS A-2 INTEREST CARRYOVER AMOUNT: For any Distribution Date
on which the Pass-Through Rate for the Class A-2 Certificates is based upon the
Net Rate Cap, the sum of (A) the excess of (i) the amount of interest the Class
A-2 Certificates would otherwise have accrued for such Distribution Date had
such rate been calculated as the sum of One-Month LIBOR and the applicable Class
A-2 Margin for such Distribution Date, over (ii) the amount of interest accrued
on the Class A-2 Certificates at the Net Rate Cap for such Distribution Date and
(B) the Class A-2 Interest Carryover Amount for all previous Distribution Dates
not previously paid pursuant to Section 4.04, together with interest thereon at
the Class A-2 Pass-Through Rate (without giving effect to the Net Rate Cap).

                  CLASS A-2 MARGIN: For any Distribution Date on or prior to the
Optional Termination Date, 0.500% per annum and, for any Distribution Date after
the Optional Termination Date, 1.000% per annum.

                  CLASS A-2 PASS-THROUGH RATE: For any Distribution Date, the
lesser of (i) One-Month LIBOR plus the Class A-2 Margin and (ii) the Net Rate
Cap for such Distribution Date.

                  CLASS A-IO CERTIFICATE: Any Certificate designated as a "Class
A-IO Certificate" on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to distributions as set forth herein.

                  CLASS A-IO NOTIONAL BALANCE: With respect to the Class A-IO
Certificates and (x) for any Accrual Period for any Distribution Date through
and including the Distribution Date in May 2005, Certificates, an amount equal
to the lesser of (a) $31,927,000 and (b) the aggregate Stated Principal Balance
of the Mortgage Loans for such Distribution Date and (y) for any Accrual Period
thereafter, $0.

                  CLASS A-IO CURRENT INTEREST: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class A-IO
Pass-Through Rate on the Class A-IO Notional Balance immediately prior to such
Distribution Date, plus any amount previously distributed with respect to
interest for such Class that is recovered as a voidable preference by a trustee
in bankruptcy.

                  CLASS A-IO INTEREST CARRY FORWARD AMOUNT: For any Distribution
Date, the excess of (a) the Class A-IO Current Interest with respect to prior
Distribution Dates over (b) the



                                       8
<PAGE>


amount actually distributed to the Class A-IO Certificates with respect to
interest on such prior Distribution Dates.

                  CLASS A-IO PASS-THROUGH RATE: A per annum rate equal to (i)
for each Accrual Period relating to any Distribution Date on or prior to the May
2005 Distribution Date, 4.75% and (ii) for each Accrual Period thereafter,
0.00%.

                  CLASS A-R CERTIFICATE: Any one of the Class A-R Certificates
executed by the Trustee substantially in the form annexed hereto as Exhibit D,
composed of the Class R-I, Class R-II and Class R-III Interest, and evidencing
an interest designated as the sole Class of "residual interests" in each of
REMIC I, REMIC II and REMIC III for purposes of the REMIC Provisions.

                  CLASS A-R CERTIFICATE PRINCIPAL BALANCE: As of any date of
determination, the Certificate Principal Balance of the Class A-R Certificates.

                  CLASS A-R PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the excess, if any, of (A) $100 over (B) all amounts
distributed with respect to such Certificate in reduction of the Certificate
Principal Balance thereof on previous Distribution Dates pursuant to Section
4.04.

                  CLASS B CERTIFICATE: Any Certificate designated as a "Class B
Certificate" on the face thereof, in the form of Exhibit A-9 hereto,
representing the right to distributions as set forth herein.

                  CLASS B CERTIFICATE PRINCIPAL BALANCE: As of any date of
determination, the Certificate Principal Balance of the Class B Certificates.

                  CLASS B CURRENT INTEREST: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class B Pass-Through
Rate on the Class B Certificate Principal Balance immediately prior to such
Distribution Date, plus any amount previously distributed with respect to
interest for such Class that is recovered as a voidable preference by a trustee
in bankruptcy.

                  CLASS B INTEREST CARRY FORWARD AMOUNT: For any Distribution
Date, the excess of (a) the Class B Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class B
Certificates with respect to interest on such prior Distribution Dates.

                  CLASS B INTEREST CARRYOVER AMOUNT: For any Distribution Date
on which the Pass-Through Rate for the Class B Certificates is based upon the
Net Rate Cap, the sum of (A) the excess of (i) the amount of interest the Class
B Certificates would otherwise have accrued for such Distribution Date had such
rate been calculated as the sum of One-Month LIBOR and the applicable Class B
Margin for such Distribution Date, over (ii) the amount of interest accrued on
the Class B Certificates at the Net Rate Cap for such Distribution Date and (B)
the Class B



                                       9
<PAGE>


Interest Carryover Amount for all previous Distribution Dates not previously
paid pursuant to Section 4.04, together with interest thereon at the Class B
Pass-Through Rate (without giving effect to the Net Rate Cap).

                  CLASS B MARGIN: For any Distribution Date on or prior to the
Optional Termination Date, 5.500% per annum and, for any Distribution Date after
the Optional Termination Date, 8.250% per annum.

                  CLASS B PASS-THROUGH RATE: For any Distribution Date, the
lesser of (i) One-Month LIBOR plus the Class B Margin and (ii) the Net Rate Cap
for such Distribution Date.

                  CLASS B PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date the excess of (i) the sum of: (A) the aggregate Certificate
Principal Balance of the Class A-1 Certificates and Class A-2 Certificates
(after taking into account distribution of the Class A Principal Distribution
Amount on such Distribution Date), (B) the Class M-1 Certificate Principal
Balance (after taking into account distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (C) the Class M-2 Certificate
Principal Balance (after taking into account distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (D) the Class M-3
Certificate Principal Balance (after taking into account distribution of the
Class M-3 Principal Distribution Amount on such Distribution Date), (E) the
Class M-4 Certificate Principal Balance (after taking into account distribution
of the Class M-4 Principal Distribution Amount on such Distribution Date), (F)
the Class M-5 Certificate Principal Balance (after taking into account
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), and (G) the Class B Certificate Principal Balance immediately prior to
such Distribution Date over (ii) the lesser of (x) 90.50% of the aggregate
Stated Principal Balances of the Mortgage Loans for such Distribution Date after
giving effect to distributions to be made on that Distribution Date and (y) the
aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date minus the OC Floor; provided,
however, that after the Class A-1 Certificate Principal Balance, Class A-2
Certificate Principal Balance, the Class M-1 Certificate Principal Balance,
Class M-2 Certificate Principal Balance, Class M-3 Certificate Principal
Balance, Class M-4 Certificate Principal Balance and the Class M-5 Certificate
Principal Balance have been reduced to zero, the Class B Principal Distribution
Amount for such Distribution Date will equal 100% of the Principal Distribution
Amount for such Distribution Date.

                  CLASS C CERTIFICATE: Any Certificate designated as a "Class C
Certificate" on the face thereof, in the form of Exhibit B hereto, representing
the right to distributions as set forth herein.

                  CLASS C CURRENT INTEREST: For any Distribution Date, the
interest accrued on the Class C Notional Amount during the related Accrual
Period at the Class C Pass-Through Rate plus any amount previously distributed
with respect to interest for such Class that is recovered as a voidable
preference by a trustee in bankruptcy.


                                       10
<PAGE>


                  CLASS C NOTIONAL AMOUNT: The aggregate amount of the
Uncertificated Principal Balance of the REMIC II Regular Interests other than
REMIC II Regular Interest LT-P and REMIC II Regular Interest LT-R.

                  CLASS C PASS-THROUGH RATE: A rate per annum equal to the
percentage equivalent of a fraction, the numerator of which is the sum of the
amounts calculated pursuant to clauses (A) through (K) below, and the
denominator of which is the Uncertificated Principal Balance of the REMIC II
Regular Interests (other than REMIC II Regular Interest LT-IO, REMIC II Regular
Interest LT-P and REMIC II Regular Interest LT-R). For purposes of calculating
the Pass-Through Rate for the Class C Certificates, the numerator is equal to
the sum of the following components:

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

                  (B) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-A1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC II Regular Interest LT-A1;

                  (C) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-A2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC II Regular Interest LT-A2;

                  (D) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-M1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC II Regular Interest LT-M1;

                  (E) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-M2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC II Regular Interest LT-M2;

                  (F) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-M3 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC II Regular Interest LT-M3;

                  (G) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-M4 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC II Regular Interest LT-M4;

                  (H) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest LT-M5 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC II Regular Interest LT-M5;


                                       11
<PAGE>


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

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

                  (K) 100% of the interest on REMIC II Regular Interest LT-P.

                  CLASS M-1 CERTIFICATE: Any Certificate designated as a "Class
M-1 Certificate" on the face thereof, in the form of Exhibit A-4 hereto,
representing the right to distributions as set forth herein.

                  CLASS M- 1 CERTIFICATE PRINCIPAL BALANCE: As of any date of
determination, the Certificate Principal Balance of the Class M-1 Certificates.

                  CLASS M-1 CURRENT INTEREST: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class M-1 Pass-Through
Rate on the Class M-1 Certificate Principal Balance immediately prior to such
Distribution Date, plus any amount previously distributed with respect to
interest for such Class that is recovered as a voidable preference by a trustee
in bankruptcy.

                  CLASS M-1 INTEREST CARRY FORWARD AMOUNT: For any Distribution
Date, the excess of (a) the Class M-1 Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class M-1
Certificates with respect to interest.

                  CLASS M-1 INTEREST CARRYOVER AMOUNT: For any Distribution Date
on which the Pass-Through Rate for the Class M-1 Certificates is based upon the
Net Rate Cap, the sum of (A) the excess of (i) the amount of interest the Class
M-1 Certificates would otherwise have accrued for such Distribution Date had
such rate been calculated as the sum of One-Month LIBOR and the applicable Class
M-1 Margin for such Distribution Date, over (ii) the amount of interest accrued
on the Class M-1 Certificates at the Net Rate Cap for such Distribution Date and
(B) the Class M-1 Interest Carryover Amount for all previous Distribution Dates
not previously paid pursuant to Section 4.04, together with interest thereon at
the Class M-1 Pass-Through Rate (without giving effect to the Net Rate Cap).

                  CLASS M-1 MARGIN: For any Distribution Date on or prior to the
Optional Termination Date, 0.700% per annum and, for any Distribution Date after
the Optional Termination Date, 1.050% per annum.

                  CLASS M-1 PASS-THROUGH RATE: For any Distribution Date, the
lesser of (i) One-Month LIBOR plus the Class M-1 Margin and (ii) the Net Rate
Cap for such Distribution Date.


                                       12
<PAGE>



                  CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date the excess of (i) the sum of (A) the aggregate Certificate
Principal Balance of the Class A-1 Certificates and Class A-2 Certificates
(after taking into account distribution of the Class A Principal Distribution
Amount on such Distribution Date) and (B) the Class M-1 Certificate Principal
Balance immediately prior to such Distribution Date over (ii) the lesser of (x)
57.00% of the Stated Principal Balances of the Mortgage Loans for such
Distribution Date after giving effect to distributions to be made on that
Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage
Loans after giving effect to distributions to be made on that Distribution Date
minus the OC Floor; provided, however, that after the Class A-1 Certificate
Principal Balance, the Class A-2 Certificate Principal Balance, the Class M-2
Certificate Principal Balance, the Class M-3 Certificate Principal Balance, the
Class M-4 Certificate Principal Balance, the Class M-5 Certificate Principal
Balance and the Class B Certificate Principal Balance have been reduced to zero,
the Class M-1 Principal Distribution Amount for such Distribution Date will
equal 100% of the Principal Distribution Amount for such Distribution Date.

                  CLASS M-2 CERTIFICATE: Any Certificate designated as a "Class
M-2 Certificate" on the face thereof, in the form of Exhibit A-5 hereto,
representing the right to distributions as set forth herein.

                  CLASS M-2 CERTIFICATE PRINCIPAL BALANCE: As of any date of
determination, the Certificate Principal Balance of the Class M-2 Certificates.

                  CLASS M-2 CURRENT INTEREST: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class M-2 Pass-Through
Rate on the Class M-2 Certificate Principal Balance immediately prior to such
Distribution Date, plus any amount previously distributed with respect to
interest for such Class that is recovered as a voidable preference by a trustee
in bankruptcy.

                  CLASS M-2 INTEREST CARRY FORWARD AMOUNT: For any Distribution
Date, the excess of (a) the Class M-2 Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class M-2
Certificates with respect to interest on such prior Distribution Dates.

                  CLASS M-2 INTEREST CARRYOVER AMOUNT: For any Distribution Date
on which the Pass-Through Rate for the Class M-2 Certificates is based upon the
Net Rate Cap, the sum of (A) the excess of (i) the amount of interest the Class
M-2 Certificates would otherwise have accrued for such Distribution Date had
such rate been calculated as the sum of One-Month LIBOR and the applicable Class
M-2 Margin for such Distribution Date, over (ii) the amount of interest accrued
on the Class M-2 Certificates at the Net Rate Cap for such Distribution Date and
(B) the Class M-2 Interest Carryover Amount for all previous Distribution Dates
not previously paid pursuant to Section 4.04, together with interest thereon at
the Class M-2 Pass-Through Rate (without giving effect to the Net Rate Cap).


                                       13
<PAGE>


                  CLASS M-2 MARGIN: For any Distribution Date on or prior to the
Optional Termination Date, 1.500% per annum and, for any Distribution Date after
the Optional Termination Date, 2.250% per annum.

                  CLASS M-2 PASS-THROUGH RATE: For any Distribution Date, the
lesser of (i) One-Month LIBOR plus the Class M-2 Margin and (ii) the Net Rate
Cap for such Distribution Date.

                  CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date the excess of (i) the sum of: (A) the aggregate Certificate
Principal Balance of the Class A-1 Certificates and Class A-2 Certificates
(after taking into account distribution of the Class A Principal Distribution
Amount on such Distribution Date), (B) the Class M-1 Certificate Principal
Balance (after taking into account distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (C) the Class M-2 Certificate
Principal Balance immediately prior to such Distribution Date over (ii) the
lesser of (x) 72.50% of the aggregate Stated Principal Balance of the Mortgage
Loans for such Distribution Date after giving effect to distributions to be made
on that Distribution Date and (y) the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that
Distribution Date minus the OC Floor; provided, however, that after the Class
A-1 Certificate Principal Balance, Class A-2 Certificate Principal Balance, the
Class M-1 Certificate Principal Balance, the Class M-3 Certificate Principal
Balance, the Class M-4 Certificate Principal Balance, the Class M-5 Certificate
Principal Balance and the Class B Certificate Principal Balance have been
reduced to zero, the Class M-2 Principal Distribution Amount for such
Distribution Date will equal 100% of the Principal Distribution Amount for such
Distribution Date.

                  CLASS M-3 CERTIFICATE: Any Certificate designated as a "Class
M-3 Certificate" on the face thereof, in the form of Exhibit A-6 hereto,
representing the right to distributions as set forth herein.

                  CLASS M-3 CERTIFICATE PRINCIPAL BALANCE: As of any date of
determination, the Certificate Principal Balance of the Class M-3 Certificates.

                  CLASS M-3 CURRENT INTEREST: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class M-3 Pass-Through
Rate on the Class M-3 Certificate Principal Balance immediately prior to such
Distribution Date, plus any amount previously distributed with respect to
interest for such Class that is recovered as a voidable preference by a trustee
in bankruptcy.

                  CLASS M-3 INTEREST CARRY FORWARD AMOUNT: For any Distribution
Date, the excess of (a) the Class M-3 Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class M-3
Certificates with respect to interest on such prior Distribution Dates.

                  CLASS M-3 INTEREST CARRYOVER AMOUNT: For any Distribution Date
on which the Pass-Through Rate for the Class M-3 Certificates is based upon the
Net Rate Cap, the sum of (A)



                                       14
<PAGE>


the excess of (i) the amount of interest the Class M-3 Certificates would
otherwise have accrued for such Distribution Date had such rate been calculated
as the sum of One-Month LIBOR and the applicable Class M-3 Margin for such
Distribution Date, over (ii) the amount of interest accrued on the Class M-3
Certificates at the Net Rate Cap for such Distribution Date and (B) the Class
M-3 Interest Carryover Amount for all previous Distribution Dates not previously
paid pursuant to Section 4.04, together with interest thereon at the Class M-3
Pass-Through Rate (without giving effect to the Net Rate Cap).

                  CLASS M-3 MARGIN: For any Distribution Date on or prior to the
Optional Termination Date, 1.750% per annum and, for any Distribution Date after
the Optional Termination Date, 2.625% per annum.

                  CLASS M-3 PASS-THROUGH RATE: For any Distribution Date, the
lesser of (i) One-Month LIBOR plus the Class M-3 Margin and (ii) the Net Rate
Cap for such Distribution Date.

                  CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date the excess of (i) the sum of: (A) the aggregate Certificate
Principal Balance of the Class A-1 Certificates and Class A-2 Certificates
(after taking into account distribution of the Class A Principal Distribution
Amount on such Distribution Date), (B) the Class M-1 Certificate Principal
Balance (after taking into account distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (C) the Class M-2 Certificate
Principal Balance (after taking into account distribution of the Class M-2
Principal Distribution Amount on such Distribution Date) and (D) the Class M-3
Certificate Principal Balance immediately prior to such Distribution Date over
(ii) the lesser of (x) 75.50% of the aggregate Stated Principal Balances of the
Mortgage Loans for such Distribution Date after giving effect to distributions
to be made on that Distribution Date and (y) the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions to be made on
that Distribution Date minus the OC Floor; provided, however, that after the
Class A-1 Certificate Principal Balance, Class A-2 Certificate Principal
Balance, the Class M-1 Certificate Principal Balance, Class M-2 Certificate
Principal Balance, Class M-4 Certificate Principal Balance, Class M-5
Certificate Principal Balance and the Class B Certificate Principal Balance have
been reduced to zero, the Class M-3 Principal Distribution Amount for such
Distribution Date will equal 100% of the Principal Distribution Amount for such
Distribution Date.

                  CLASS M-4 CERTIFICATE: Any Certificate designated as a "Class
M-4 Certificate" on the face thereof, in the form of Exhibit A-7 hereto,
representing the right to distributions as set forth herein.

                  CLASS M-4 CERTIFICATE PRINCIPAL BALANCE: As of any date of
determination, the Certificate Principal Balance of the Class M-4 Certificates.

                  CLASS M-4 CURRENT INTEREST: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class M-4 Pass-Through
Rate on the Class M-4 Certificate Principal Balance immediately prior to such
Distribution Date, plus any amount previously



                                       15
<PAGE>


distributed with respect to interest for such Class that is recovered as a
voidable preference by a trustee in bankruptcy.

                  CLASS M-4 INTEREST CARRY FORWARD AMOUNT: For any Distribution
Date, the excess of (a) the Class M-4 Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class M-4
Certificates with respect to interest on such prior Distribution Dates.

                  CLASS M-4 INTEREST CARRYOVER AMOUNT: For any Distribution Date
on which the Pass-Through Rate for the Class M-4 Certificates is based upon the
Net Rate Cap, the sum of (A) the excess of (i) the amount of interest the Class
M-4 Certificates would otherwise have accrued for such Distribution Date had
such rate been calculated as the sum of One-Month LIBOR and the applicable Class
M-4 Margin for such Distribution Date, over (ii) the amount of interest accrued
on the Class M-4 Certificates at the Net Rate Cap for such Distribution Date and
(B) the Class M-4 Interest Carryover Amount for all previous Distribution Dates
not previously paid pursuant to Section 4.04, together with interest thereon at
the Class M-4 Pass-Through Rate (without giving effect to the Net Rate Cap).

                  CLASS M-4 MARGIN: For any Distribution Date on or prior to the
Optional Termination Date, 2.250% per annum and, for any Distribution Date after
the Optional Termination Date, 3.375% per annum.

                  CLASS M-4 PASS-THROUGH RATE: For any Distribution Date, the
lesser of (i) One-Month LIBOR plus the Class M-4 Margin and (ii) the Net Rate
Cap for such Distribution Date.

                  CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date the excess of (i) the sum of: (A) the aggregate Certificate
Principal Balance of the Class A-1 Certificates and Class A-2 Certificates
(after taking into account distribution of the Class A Principal Distribution
Amount on such Distribution Date), (B) the Class M-1 Certificate Principal
Balance (after taking into account distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (C) the Class M-2 Certificate
Principal Balance (after taking into account distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (D) the Class M-3
Certificate Principal Balance (after taking into account distribution of the
Class M-3 Principal Distribution Amount on such Distribution Date), and (E) the
Class M-4 Certificate Principal Balance immediately prior to such Distribution
Date over (ii) the lesser of (x) 81.00% of the aggregate Stated Principal
Balances of the Mortgage Loans for such Distribution Date after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions to
be made on that Distribution Date minus the OC Floor; provided, however, that
after the Class A-1 Certificate Principal Balance, Class A-2 Certificate
Principal Balance, the Class M-1 Certificate Principal Balance, Class M-2
Certificate Principal Balance, Class M-3 Certificate Principal Balance, Class
M-5 Certificate Principal Balance and the Class B Certificate Principal Balance
have been reduced to zero, the Class M-4 Principal Distribution Amount for such



                                       16
<PAGE>


Distribution Date will equal 100% of the Principal Distribution Amount for such
Distribution Date.

                  CLASS M-5 CERTIFICATE: Any Certificate designated as a "Class
M-5 Certificate" on the face thereof, in the form of Exhibit A-8 hereto,
representing the right to distributions as set forth herein.

                  CLASS M-5 CERTIFICATE PRINCIPAL BALANCE: As of any date of
determination, the Certificate Principal Balance of the Class M-5 Certificates.

                  CLASS M-5 CURRENT INTEREST: For any Distribution Date, the
interest accrued during the related Accrual Period at the Class M-5 Pass-Through
Rate on the Class M-5 Certificate Principal Balance immediately prior to such
Distribution Date, plus any amount previously distributed with respect to
interest for such Class that is recovered as a voidable preference by a trustee
in bankruptcy.

                  CLASS M-5 INTEREST CARRY FORWARD AMOUNT: For any Distribution
Date, the excess of (a) the Class M-5 Current Interest with respect to prior
Distribution Dates over (b) the amount actually distributed to the Class M-5
Certificates with respect to interest on such prior Distribution Dates.

                  CLASS M-5 INTEREST CARRYOVER AMOUNT: For any Distribution Date
on which the Pass-Through Rate for the Class M-5 Certificates is based upon the
Net Rate Cap, the sum of (A) the excess of (i) the amount of interest the Class
M-5 Certificates would otherwise have accrued for such Distribution Date had
such rate been calculated as the sum of One-Month LIBOR and the applicable Class
M-5 Margin for such Distribution Date, over (ii) the amount of interest accrued
on the Class M-5 Certificates at the Net Rate Cap for such Distribution Date and
(B) the Class M-5 Interest Carryover Amount for all previous Distribution Dates
not previously paid pursuant to Section 4.04, together with interest thereon at
the Class M-5 Pass-Through Rate (without giving effect to the Net Rate Cap).

                  CLASS M-5 MARGIN: For any Distribution Date on or prior to the
Optional Termination Date, 3.000% per annum and, for any Distribution Date after
the Optional Termination Date, 4.500% per annum.

                  CLASS M-5 PASS-THROUGH RATE: For any Distribution Date, the
lesser of (i) One-Month LIBOR plus the Class M-5 Margin and (ii) the Net Rate
Cap for such Distribution Date.

                  CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date the excess of (i) the sum of: (A) the aggregate Certificate
Principal Balance of the Class A-1 Certificates and Class A-2 Certificates
(after taking into account distribution of the Class A Principal Distribution
Amount on such Distribution Date), (B) the Class M-1 Certificate Principal
Balance (after taking into account distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (C) the Class M-2 Certificate
Principal Balance (after taking



                                       17
<PAGE>


into account distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (D) the Class M-3 Certificate Principal Balance (after
taking into account distribution of the Class M-3 Principal Distribution Amount
on such Distribution Date), (E) the Class M-4 Certificate Principal Balance
(after taking into account distribution of the Class M-4 Principal Distribution
Amount on such Distribution Date), and (F) the Class M-5 Certificate Principal
Balance immediately prior to such Distribution Date over (ii) the lesser of (x)
87.50% of the aggregate Stated Principal Balances of the Mortgage Loans for such
Distribution Date after giving effect to distributions to be made on that
Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage
Loans after giving effect to distributions to be made on that Distribution Date
minus the OC Floor; provided, however, that after the Class A-1 Certificate
Principal Balance, Class A-2 Certificate Principal Balance, the Class M-1
Certificate Principal Balance, Class M-2 Certificate Principal Balance, Class
M-3 Certificate Principal Balance, Class M-4 Certificate Principal Balance and
the Class B Certificate Principal Balance have been reduced to zero, the Class
M-5 Principal Distribution Amount for such Distribution Date will equal 100% of
the Principal Distribution Amount for such Distribution Date.

                  CLASS P CERTIFICATE: Any Certificate designated as a "Class P
Certificate" on the face thereof, in the form of Exhibit C hereto, representing
the right to distributions as set forth herein.

                  CLASS P CERTIFICATE PRINCIPAL BALANCE: As of any date of
determination, the Certificate Principal Balance of the Class P Certificates.

                  CLASS P DISTRIBUTION ACCOUNT: The separate Eligible Account
created and maintained by the Trustee pursuant to Section 3.05 in the name of
the Trustee for the benefit of the Class P Certificateholders and designated
"The Bank of New York, in trust for registered holders of CWABS, Inc.,
Asset-Backed Certificates, Series 2003-SC1".

                  CLASS P PRINCIPAL DISTRIBUTION DATE: The first Distribution
Date that occurs after the end of the latest Prepayment Charge Period for all
Mortgage Loans that have a Prepayment Charge Period.

                  CLASS R-I INTEREST: The uncertificated Residual Interest in
REMIC I.

                  CLASS R-II INTEREST: The uncertificated Residual Interest in
REMIC II.

                  CLASS R-III INTEREST: The uncertificated Residual Interest in
REMIC III.

                  CLOSING DATE:  November 25, 2003.

                  CODE: The Internal Revenue Code of 1986, including any
successor or amendatory provisions.



                                       18
<PAGE>


                  COMBINED LOAN-TO-VALUE RATIO: The ratio of (1) the sum of (a)
the original principal balance of the Mortgage Loan and (b) the outstanding
principal balance at the date of origination of the Mortgage Loan of the senior
mortgage loan or, in the case of any open-ended senior mortgage loan, the
maximum available line of credit with respect to such mortgage loan, regardless
of any lesser amount actually outstanding at the date of origination of the
Mortgage Loan, to (2) the Collateral Value of the related Mortgaged Property.

                  COMPENSATING INTEREST: With respect to any Distribution Date,
an amount equal to one-half of the Servicing Fee, to be applied to the interest
portion of any Prepayment Interest Shortfall on the Mortgage Loans pursuant to
Section 4.02 hereof.

                  CONFIRMATION AND AGREEMENT: : The Confirmation and Agreement
dated November 20, 2003, reference number FXNEC5570, evidencing the Corridor
Contract.

                  CORPORATE TRUST OFFICE: The designated office of the Trustee
in the State of New York where 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 101 Barclay Street,
New York, New York 10286 (Attention: Corporate Trust MBS Administration),
telephone: (212) 815-3236, facsimile: (212) 815-3986.

                  CORRESPONDING CERTIFICATE: With respect to each REMIC II
Regular Interest set forth below, the Regular Certificate set forth in the table
below:

REMIC I REGULAR INTEREST                      REMIC II CERTIFICATE
                    LT-A1                                Class A-1 Certificates
                    LT-A2                                Class A-2 Certificates
                    LT-M1                                Class M-1 Certificates
                    LT-M2                                Class M-2 Certificates
                    LT-M3                                Class M-3 Certificates
                    LT-M4                                Class M-4 Certificates
                    LT-M5                                Class M-5 Certificates
                     LT-B                                 Class B Certificates
                    LT-IO                                Class A-IO Certificates
                     LT-P                                 Class P Certificates


                  CORRIDOR CONTRACT: The transaction evidenced by the
Confirmation And Agreement (as assigned to the Trustee pursuant to the Corridor
Contract Assignment Agreement), a form of which is attached hereto as Exhibit R.

                  CORRIDOR CONTRACT ASSIGNMENT AGREEMENT: The Assignment
Agreement regarding the Corridor Contract dated as of the Closing Date among the
Seller, the Trustee and the Corridor Contract Counterparty, a form of which is
attached hereto as Exhibit S.



                                       19
<PAGE>


                  CORRIDOR CONTRACT COUNTERPARTY: Bear Stearns Financial
Products Inc., and any permitted successors and assigns pursuant to Corridor
Contract.

                  CORRIDOR CONTRACT PAYMENT AMOUNT: The amount, if any, received
by the Trustee for the benefit of the Trust Fund in respect of the Corridor
Contract.

                  CORRIDOR CONTRACT TERMINATION DATE: The Distribution Date in
December 2010.

                  CUMULATIVE LOSS TRIGGER EVENT: With respect to a Distribution
Date on or after the Stepdown Date exists if the aggregate amount of Realized
Losses on the Mortgage Loans from (and including) the Cut-off Date for each
Mortgage Loan to (and including) the last day of the related Due Period exceeds
the applicable percentage, for such Distribution Date, of the Cut-off Date
Principal Balance of the Mortgage Loans, as set forth below:

Distribution Date                         Percentage
-----------------                         ----------
                                          4.25% with  respect to December  2006,
                                          plus an additional  1/12th  of  2.75%
                                          for  each  month thereafter until
December 2006-- September 2007            September 2007
October 2007-- November 2007............. 6.50%
December 2007-- November 2008............ 7.00%
December 2008-- November 2009............ 7.50%
December 2009-- and thereafter........... 8.25%


                  CURRENT INTEREST: With respect to (i) the Class A-1
Certificates, the Class A-1 Current Interest, (ii) the Class A-2 Certificates,
the Class A-2 Current Interest, (iii) the Class A-IO Certificates, the Class
A-IO Current Interest, (iv) the Class M-1 Certificates, the Class M-1 Current
Interest, (v) the Class M-2 Certificates, the Class M-2 Current Interest, (vi)
the Class M-3 Certificates, the Class M-3 Current Interest, (vii) the Class M-4
Certificates, the Class M-4 Current Interest, (viii) the Class M-5 Certificates,
the Class M-5 Current Interest, (ix) the Class B Certificates, the Class B
Current Interest and (x) the Class C Certificates, the Class C Current Interest.

                  CUT-OFF DATE: In the case of any Mortgage Loan, the later of
(x) November 1, 2003 and (y) the date of origination of such Mortgage Loan. When
used with respect to any Mortgage Loans "the Cut-off Date" shall mean the
related Cut-off Dates.

                  CUT-OFF DATE PRINCIPAL BALANCE: As to any Actuarial Mortgage
Loan, the unpaid principal balance thereof as of the close of business on the
Cut-off Date after application of all payments of principal due on or prior to
the Cut-off Date, whether or not received, and all Principal Prepayments
received on or prior to the Cut-off Date, but without giving effect to any
installments of principal received in respect of Due Dates after the Cut-off
Date. As to any



                                       20
<PAGE>


Simple Interest Mortgage Loan, the unpaid principal balance thereof as of the
close of business on the Cut-off Date after application of all payments of
principal made on or prior to the Cut-off Date and all Principal Prepayments
received on or prior to 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 such Mortgage Loan that became
final and non-appealable, except such a reduction resulting from a Deficient
Valuation or any other reduction that results in a permanent forgiveness of
principal.

                  DEFINITIVE CERTIFICATES:  As defined in Section 5.06.

                  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 such 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 that is final and
non-appealable in a proceeding under the Bankruptcy Code.

                  DELAY DELIVERY MORTGAGE LOANS: The Mortgage Loans identified
on the schedule of Mortgage Loans hereto set forth on Exhibit F-2 hereof for
which all or a portion of a related Mortgage File is not delivered to the
Trustee on or prior to the Closing Date. The Depositor shall deliver (or cause
delivery of) the Mortgage Files to the Trustee: (A) with respect to at least 50%
of the Mortgage Loans, not later than the Closing Date, (B) with respect to at
least an additional 40% of the Mortgage Loans, not later than 20 days after the
Closing Date, and (C) with respect to the remaining 10% of the Mortgage Loans,
not later than 30 days after the Closing Date. To the extent that the Seller
shall be in possession of any Mortgage Files with respect to any Delay Delivery
Loan, until delivery to of such Mortgage File to the Trustee as provided in
Section 2.01, the Seller shall hold such files as agent and in trust for the
Trustee.

                  DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be
replaced by a Replacement Mortgage Loan.

                  DELINQUENCY TRIGGER EVENT: With respect to any Distribution
Date after the Stepdown Date, a Delinquency Trigger Event exists if the product
of (i) 8.86 and (ii) the Rolling Delinquency Percentage equals or exceeds the
related Required Percentage.

                  DELINQUENT: A Mortgage Loan is "delinquent" if any payment due
thereon is not made pursuant to the terms of such Mortgage Loan by the close of
business on the day such payment is scheduled to be due. A Mortgage Loan is "30
days delinquent" if such payment has not been received by the close of business
on the corresponding day of the month immediately succeeding the month in which
such payment was due, or, if there is no such corresponding day (e.g., as when a
30-day month follows a 31-day month in which a payment was due on the 31st



                                       21
<PAGE>


day of such month), then on the last day of such immediately succeeding month.
Similarly for "60 days delinquent," "90 days delinquent" and so on.

                  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: CWABS, Inc., a Delaware corporation, or its
successor in interest.

                  DEPOSITORY: The initial Depository shall be The Depository
Trust Company ("DTC"), the nominee of which is Cede & Co., or any other
organization registered as a "clearing agency" pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended. The Depository shall initially be
the registered Holder of the Book-Entry Certificates. The Depository shall at
all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York.

                  DEPOSITORY AGREEMENT: With respect to the Class of Book-Entry
Certificates, the agreement among the Depositor, the Trustee and the initial
Depository, dated as of the Closing Date, substantially in the form of Exhibit
O.

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

                  DETERMINATION DATE: With respect to any Distribution Date, the
15th day of the month of such Distribution Date or, if such 15th day is not a
Business Day, the immediately preceding Business Day.


                                       22
<PAGE>


                  DISTRIBUTION ACCOUNT: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.05 in the name of the
Trustee for the benefit of the Certificateholders and designated "The Bank of
New York, in trust for registered holders of CWABS, Inc., Asset-Backed
Certificates, Series 2003-SC1". Funds in the Distribution Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in this
Agreement.

                  DISTRIBUTION ACCOUNT DEPOSIT DATE: As to any Distribution
Date, 1:00 p.m. Pacific time on the Business Day immediately preceding such
Distribution Date.

                  DISTRIBUTION DATE: The 25th day of each calendar month after
the initial issuance of the Certificates, or if such 25th day is not a Business
Day, the next succeeding Business Day, commencing in December 2003.

                  DUE DATE: With respect to any Mortgage Loan and Due Period,
the due date for scheduled payments of interest and/or principal on that
Mortgage Loan occurring in such Due Period as provided in the related Mortgage
Note.

                  DUE PERIOD: With respect to any Distribution Date, the period
beginning on the second day of the calendar month preceding the calendar month
in which such Distribution Date occurs and ending on the first day of the month
in which such Distribution Date occurs.

                  ELIGIBLE ACCOUNT: Any of (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company, the
long-term unsecured debt obligations and short-term unsecured debt obligations
of which (or, in the case of a depository institution or trust company that is
the principal subsidiary of a holding company, the debt obligations of such
holding company, if Moody's is not a Rating Agency) are rated by each Rating
Agency in one of its two highest long-term and its highest short-term rating
categories respectively, at the time any amounts are held on deposit therein, or
(ii) an account or accounts in a depository institution or trust company in
which such accounts are insured by the FDIC (to the limits established by the
FDIC) and the uninsured deposits in which accounts are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each
Rating Agency, the Certificateholders have a claim with respect to the funds in
such account or a perfected first priority security interest against any
collateral (which shall be limited to Permitted Investments) securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution or trust company in which such account is maintained, or
(iii) a trust account or accounts maintained with the corporate trust department
of a federal or state chartered depository institution or trust company having
capital and surplus of not less than $50,000,000, acting in its fiduciary
capacity or (iv) any other account acceptable to the Rating Agencies. Eligible
Accounts may bear interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Trustee.

                  ELIGIBLE REPURCHASE MONTH: As defined in Section 3.12(c)
hereof.

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

                  ERISA-RESTRICTED CERTIFICATES: The Class A-R, Class C and
Class P Certificates.

                  EVENT OF DEFAULT:  As defined in Section 7.01 hereof.

                  EXCESS CASHFLOW: With respect to any Distribution Date the sum
of (i) the amount remaining after the distribution of interest to
Certificateholders for such Distribution Date pursuant to Section 4.04(a)(viii),
and (ii) the amount remaining after the distribution of principal to
Certificateholders for such Distribution Date pursuant to Section 4.04(d)(i)(B)
or 4.04(d)(ii)(H).

                  EXCESS PROCEEDS: With respect to any Liquidated Loan, any
Liquidation Proceeds that are in excess of the sum of (i) the unpaid principal
balance of such Liquidated Loan as of the



                                       23
<PAGE>


date of such liquidation plus (ii) interest at the Mortgage Rate from the Due
Date as to which interest was last paid or advanced to Certificateholders (and
not reimbursed to the Master Servicer) up to the Due Date in the month in which
such Liquidation Proceeds are required to be distributed on the Stated Principal
Balance of such Liquidated Loan outstanding during each Due Period as to which
such interest was not paid or advanced.

                  EXPENSE FEE RATE: The sum of (i) the Servicing Fee Rate and
(ii) the Trustee Fee Rate.

                  EXTRA PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the lesser of (1) the Overcollateralization Deficiency Amount
for such Distribution Date and (2) the Excess Cashflow for such Distribution
Date available for payment thereof pursuant to Section 4.04(e)(i).

                  FANNIE MAE: 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.

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

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

                  FITCH RATINGS: Fitch, Inc., or any successor thereto.

                  FREDDIE MAC: 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.

                  INITIAL CERTIFICATE PRINCIPAL BALANCE: With respect to any
Certificate (other than the Class A-IO Certificates), the Certificate Principal
Balance of such Certificate or any predecessor Certificate on the Closing Date.

                  INSURANCE PROCEEDS: Proceeds paid in respect of the Mortgage
Loans pursuant to any Required Insurance Policy or any other insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, the Master Servicer or the trustee under the deed
of trust and are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the procedures that the
Master Servicer would follow in servicing mortgage loans held for its own
account, in each case other than any amount included in such Insurance Proceeds
in respect of Insured Expenses.

                  INSURED EXPENSES: Expenses covered by a Required Insurance
Policy or any other insurance policy with respect to the Mortgage Loans.


                                       24
<PAGE>


                  INTEREST CARRY FORWARD AMOUNT: With respect to (i) the Class
A-1 Certificates, the Class-A-1 Interest Carry Forward Amount, (ii) the Class
A-2 Certificates, the Class A-2 Interest Carry Forward Amount, (iii) the Class
A-IO Certificates, the Class A-IO Interest Carry Forward Amount, (iv) the Class
M-1 Certificates, the Class M-1 Interest Carry Forward Amount, (v) the Class M-2
Certificates, the Class M-2 Interest Carry Forward Amount, (vi) the Class M-3
Certificates, the Class M-3 Interest Carry Forward Amount, (vii) the Class M-4
Certificates, the Class M-4 Interest Carry Forward Amount, (viii) the Class M-5
Certificates, the Class M-5 Interest Carry Forward Amount, and (ix) the Class B
Certificates, the Class B Interest Carry Forward Amount.

                  INTEREST DETERMINATION DATE: With respect to the Certificates
(other than the Class A-IO, Class A-R, Class C and Class P Certificates) for the
first Accrual Period, November 21, 2003. With respect to the Certificates (other
than the Class A-IO, Class A-R, Class C and Class P Certificates) and any
Accrual Period thereafter, the second LIBOR Business Day preceding the
commencement of such Accrual Period.

                  INTEREST FUNDS: On any Distribution Date, the Interest
Remittance Amount less the Trustee Fee for the Mortgage Loans for such
Distribution Date.

                  INTEREST REMITTANCE AMOUNT: With respect to the Mortgage Loans
and any Master Servicer Advance Date, the sum, without duplication, of (i) all
scheduled interest collected during the related Due Period with respect to the
Mortgage Loans less the related Servicing Fee, (ii) interest payments on any
Principal Prepayments received during the related Prepayment Period other than
Prepayment Interest Excess, (iii) all related Advances relating to interest with
respect to the Mortgage Loans, (iv) all Compensating Interest with respect to
the Mortgage Loans, (v) Liquidation Proceeds with respect to the Mortgage Loans
collected during the related Due Period (to the extent such Liquidation Proceeds
relate to interest), and (vi) for the Master Servicer Advance Date in December
2003, the Seller Shortfall Interest Requirement for such Master Servicer Advance
Date (if any), less all Nonrecoverable Advances relating to interest reimbursed
during the related Due Period.

                  LATEST POSSIBLE MATURITY DATE: The Distribution Date in
December 2033.

                  LIBOR BUSINESS DAY: Any day on which banks in the City of
London, England and New York City, U.S.A. are open and conducting transactions
in foreign currency and exchange.

                  LIQUIDATED LOAN: With respect to any Distribution Date, a
defaulted Mortgage Loan that has been liquidated through deed-in-lieu of
foreclosure, foreclosure sale, trustee's sale or other realization as provided
by applicable law governing the real property subject to the related Mortgage
and any security agreements and as to which the Master Servicer has certified
(in accordance with Section 3.12) in the related Prepayment Period that it has
received all amounts it expects to receive in connection with such liquidation.


                                       25
<PAGE>


                  LIQUIDATION PROCEEDS: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of 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 and any other proceeds received in connection with an REO Property,
less the sum of related unreimbursed Advances, Servicing Fees and Servicing
Advances.

                  MARKER RATE: With respect to the Class C Certificates and any
Distribution Date, a per annum rate equal to two (2) multiplied by the weighted
average of the Uncertificated REMIC II Pass Through Rates for each REMIC II
Regular Interest (other than REMIC II Regular Interest LT-AA, REMIC II Regular
Interest LT-P and REMIC II Regular Interest LT-R), with the rates on each such
REMIC II Regular Interest subject to a cap equal to the Pass Through Rate for
the Corresponding Class for such REMIC II Regular Interest, and the rate on
REMIC II Regular Interest LT-ZZ subject to a cap of zero for purposes of this
calculation.

                  MASTER SERVICER: Countrywide Home Loans Servicing LP, a Texas
limited partnership, and its successors and assigns, in its capacity as master
servicer hereunder.

                  MASTER SERVICER ADVANCE DATE: As to any Distribution Date,
1:00 p.m. Pacific time on the Business Day immediately preceding such
Distribution Date.

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

                  MERS MORTGAGE LOAN: Any Mortgage Loan registered with MERS on
the MERS(R)System.

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

                  MIN: The Mortgage Identification Number for any MERS Mortgage
Loan.

                  MOM LOAN: Any Mortgage Loan, as to which MERS is acting as
mortgagee, solely as nominee for the originator of such Mortgage Loan and its
successors and assigns.

                  MONTHLY STATEMENT: The statement delivered to the
Certificateholders pursuant to Section 4.05.

                  MOODY'S: Moody's Investors Service, Inc. or any successor
thereto.

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


                                       26
<PAGE>


                  MORTGAGE FILE: The mortgage documents listed in Section 2.01
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 LOAN: 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. Any
Mortgage Loan subject to repurchase by the Seller or Master Servicer as provided
in this Agreement, shall continue to be a Mortgage Loan hereunder until the
Purchase Price with respect thereto has been paid to the Trust Fund.

                  MORTGAGE LOAN SCHEDULE: The list of Mortgage Loans (as from
time to time amended by the Master Servicer to reflect the deletion of Deleted
Mortgage Loans and the addition of Replacement Mortgage Loans pursuant to the
provisions of this Agreement) transferred to the Trustee as part of the Trust
Fund and from time to time subject to this Agreement, attached hereto as Exhibit
F-1, setting forth the following information with respect to each Mortgage Loan:

                  (i) the loan number;

                  (ii) the Appraised Value;

                  (iii) the Mortgage Rate;

                  (iv) the maturity date;

                  (v) the original principal balance;

                  (vi) the Cut-off Date Principal Balance;

                  (vii) the first payment date of the Mortgage Loan;

                  (viii) the Scheduled Payment in effect as of the Cut-off Date;

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

                  (x) a code indicating whether the residential dwelling at the
                  time of origination was represented to be owner-occupied;

                  (xi) a code indicating whether the residential dwelling is
                  either (a) a detached single family dwelling (b) a condominium
                  unit or (c) a two- to four-unit residential property; and


                                       27
<PAGE>


                  (xii) a code indicating whether the Mortgage Loan is a Simple
                  Interest Mortgage Loan.

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

                  MORTGAGE POOL: The aggregate of the Mortgage Loans identified
in the Mortgage Loan Schedule.

                  MORTGAGE RATE: The annual rate of interest borne by a Mortgage
Note from time to time.

                  MORTGAGED PROPERTY: The underlying property securing a
Mortgage Loan.

                  MORTGAGOR:  The obligors on a Mortgage Note.

                  NET MORTGAGE RATE: As to each Mortgage Loan, and at any time,
the per annum rate equal to the Mortgage Rate less the Servicing Fee Rate.

                  NET RATE CAP: With respect to all interest-bearing
Certificates other than the Class A-IO Certificates, (x) for any Accrual Period
for any Distribution Date through and including the Distribution Date in May
2005, a per annum rate (adjusted to an effective rate for the related Accrual
Period reflecting the calculation of interest on the basis of the actual number
of days elapsed during the related interest Accrual Period and a 360-day year)
equal to the excess of (i) the weighted average Adjusted Net Mortgage Rate on
the Mortgage Loans in the Trust Fund for such Distribution Date over (ii) the
product of (A) the Class A-IO Pass-Through Rate for the Accrual Period for such
Distribution Date times (B) a fraction, the numerator of which is the Class A-IO
Notional Balance immediately prior to such Distribution Date and the denominator
of which is the aggregate Stated Principal Balances of the Mortgage Loans for
such Distribution Date and (y) for any for any Accrual Period for any
Distribution Date thereafter, a per annum rate (adjusted to an effective rate
for the related Accrual Period reflecting the calculation of interest on the
basis of the actual number of days elapsed during the related interest Accrual
Period and a 360-day year) equal to the weighted average Adjusted Net Mortgage
Rate on the Mortgage Loans in the Trust Fund for such Distribution Date. For
federal income tax purposes, however, the equivalent of the foregoing is
expressed as a per annum rate equal to the weighted average of the REMIC II
Pass-Through Rates on the REMIC II Regular Interests, weighted on the
Uncertificated Principal Balance of each such REMIC II Regular Interest.

                  NET RATE CARRYOVER: With respect to any Distribution Date, an
amount equal to the sum of (i) the Class A-1 Interest Carryover Amount for such
Distribution Date (if any), (ii) the Class A-2 Interest Carryover Amount for
such Distribution Date (if any), (iii) the Class M-1 Interest Carryover Amount
for such Distribution Date (if any), (iv) the Class M-2 Interest Carryover
Amount for such Distribution Date (if any), (v) the Class M-3 Interest Carryover


                                       28
<PAGE>


Amount for such Distribution Date (if any), (vi) ) the Class M-4 Interest
Carryover Amount for such Distribution Date (if any), (vii) the Class M-5
Interest Carryover Amount for such Distribution Date (if any), and (viii) the
Class B Interest Carryover Amount for such Distribution Date (if any); provided
that when the term Net Rate Carryover is used with respect to one Class of
Certificates (other than the Class A-IO, Class A-R, Class C and Class P
Certificates), it shall mean such carryover amount listed in clauses (i), (ii),
(iii) (iv), (v), (vi), (vii) or (viii) as applicable, with the same Class
designation. The Class A-IO, Class A-R, Class C and Class P Certificates shall
not accrue any Net Rate Carryover.

                  NON-BOOK-ENTRY CERTIFICATE: Any Certificate other than a
Book-Entry Certificate.

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

                  OC FLOOR: For any Distribution Date, 0.50% of the Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.

                  OFFERED CERTIFICATES: The Class A-1, Class A-1, Class A-IO,
Class A-R, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class B
Certificates.

                  OFFICER'S CERTIFICATE: A certificate (i) in the case of the
Depositor, signed by the Chairman of the Board, the Vice Chairman of the Board,
the President, a Managing Director, a Vice President (however denominated), an
Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Depositor, (ii) in the case of the
Master Servicer, (x) signed by the President, an Executive Vice President, a
Vice President, an Assistant Vice President, the Treasurer, or one of the
Assistant Treasurers or Assistant Secretaries or Countrywide GP, Inc., its
general partner, or (y) if provided for in this Agreement, signed by a Servicing
Officer, as the case may be, and delivered to the Depositor and the Trustee, as
the case may be, as required by this Agreement.

                  ONE-MONTH LIBOR: With respect to any Accrual Period for the
interest bearing Certificates (other than the Class A-IO Certificates), the rate
determined by the Trustee on the related Interest Determination Date on the
basis of the rate for U.S. dollar deposits for one month that appears on
Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such Interest
Determination Date; provided that the parties hereto acknowledge that One-Month
LIBOR calculated for the first Accrual Period shall equal 1.11875% per annum. 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 One-Month LIBOR or comparable rates as may be reasonably
selected by the Trustee), One-Month LIBOR for the applicable Accrual Period will
be the Reference Bank Rate. If no such quotations can be obtained by the Trustee
and no Reference Bank Rate is available, One-Month LIBOR will be One-Month LIBOR
applicable to the preceding Accrual Period.



                                       29
<PAGE>


                  OPINION OF COUNSEL: A written opinion of counsel, who may be
counsel for the Depositor or the Master Servicer, reasonably acceptable to each
addressee of such opinion; provided that with respect to Section 6.04 or 10.01,
or the interpretation or application of the REMIC Provisions, such counsel must
(i) in fact be independent of the Depositor and the Master Servicer, (ii) not
have any direct financial interest in the Depositor or the Master Servicer or in
any affiliate of either, and (iii) not be connected with the Depositor or the
Master Servicer as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.

                  OPTIONAL TERMINATION: The termination of the Trust Fund
provided hereunder pursuant to the purchase of the Mortgage Loans pursuant to
the last sentence of Section 9.01 hereof.

                  OPTIONAL TERMINATION DATE: Any Distribution Date on which the
Stated Principal Balance of the Mortgage Loans and REO Properties in the Trust
Fund is equal to or less than 10% of the Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

                  ORIGINAL MORTGAGE LOAN: The mortgage loan refinanced in
connection with the origination of a Refinancing Mortgage Loan.

                  ORIGINAL VALUE: The value of the property underlying a
Mortgage Loan based, in the case of the purchase of the underlying Mortgaged
Property, on the lower of an appraisal satisfactory to the Master Servicer or
the sales price of such property or, in the case of a refinancing, on an
appraisal satisfactory to the Master Servicer.

                  OTS:  The Office of Thrift Supervision.

                  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 Distribution Date, a
Mortgage Loan with a Stated Principal Balance greater than zero that was not the
subject of a Principal Prepayment in full, and that did not become a Liquidated
Loan, prior to the end of the related Prepayment Period.

                  OVERCOLLATERALIZED AMOUNT: For any Distribution Date, the
amount, if any, by which (x) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period exceeds (y) the
aggregate Certificate Principal Balance of the Offered



                                       30
<PAGE>


Certificates (other than the Class A-IO Certificates) as of such Distribution
Date (after giving effect to distributions in respect of the Principal
Remittance Amount on such Distribution Date).

                  OVERCOLLATERALIZATION DEFICIENCY AMOUNT: With respect to any
Distribution Date, the amount, if any, by which the Overcollateralization Target
Amount exceeds the Overcollateralized Amount for such Distribution Date (after
giving effect to distributions in respect of the Principal Remittance Amount for
such Distribution Date).

                  OVERCOLLATERALIZATION TARGET AMOUNT: (a) for the Distribution
Date in December 2003, approximately zero, (b) on or after the Distribution Date
in January 2004 and on each Distribution Date prior to the Stepdown Date, an
amount equal to 4.75% aggregate Cut-off Date Principal Balance of the Mortgage
Loans and (c) on and after the Stepdown Date, an amount equal to 9.50% of the
aggregate Stated Principal Balance of the Mortgage Loans in the Mortgage Pool
for the current Distribution Date, subject to a minimum amount equal to the OC
Floor; provided, however, that, if on any Distribution Date, a Trigger Event is
in effect, the Overcollateralization Target Amount will be the
Overcollateralization Target Amount on the Distribution Date immediately
preceding such Distribution Date.

                  OWNERSHIP INTEREST: As to any 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.

                  PASS-THROUGH RATE: With respect to the Class A-1 Certificates,
the Class A-1 Pass-Through Rate; with respect to the Class A-2 Certificates, the
Class A-2 Pass-Through Rate; with respect to the Class A-IO Certificates, the
Class A-IO Pass-Through Rate; with respect to the Class M-1 Certificates, the
Class M-1 Pass-Through Rate; with respect to the Class M-2 Certificates, the
Class M-2 Pass-Through Rate; with respect to the Class M-3 Certificates, the
Class M-3 Pass-Through Rate; with respect to the Class M-4 Certificates, the
Class M-4 Pass-Through Rate; with respect to the Class M-5 Certificates, the
Class M-5 Pass-Through Rate; with respect to the Class B Certificates, the Class
B Pass-Through Rate and with respect to the Class C Certificates, the Class C
Pass-Through Rate.

                  PERCENTAGE INTEREST: With respect to any Certificate (other
than the Class P, Class C or Class A-R Certificates), a fraction, expressed as a
percentage, the numerator of which is the Certificate Principal Balance or
Notional Balance, as applicable, represented by such Certificate and the
denominator of which is the aggregate Certificate Principal Balance or Notional
Balance, as applicable, of the related Class. With respect to the Class C, Class
P and Class A-R Certificates, the portion of the Class evidenced thereby,
expressed as a percentage, as stated on the face of such Certificate.

                  PERMITTED INVESTMENTS: At any time, any one or more of the
following obligations and securities:


                                       31
<PAGE>



                           (i) obligations of the United States or any agency
         thereof, provided such obligations are backed by the full faith and
         credit of the United States;

                           (ii) general obligations of or obligations guaranteed
         by any state of the United States or the District of Columbia receiving
         the highest long-term debt rating of each Rating Agency, or such lower
         rating as each Rating Agency has confirmed in writing will not result
         in the downgrading or withdrawal of the ratings then assigned to the
         Certificates by such Rating Agency;

                           (iii) [Reserved];

                           (iv) commercial or finance company paper which is
         then receiving the highest commercial or finance company paper rating
         of each Rating Agency, or such lower rating as each Rating Agency has
         confirmed in writing will not result in the downgrading or withdrawal
         of the ratings then assigned to the Certificates by such Rating Agency;

                           (v) certificates of deposit, demand or time deposits,
         or bankers' acceptances issued by any depository institution or trust
         company incorporated under the laws of the United States or of any
         state thereof and subject to supervision and examination by federal
         and/or state banking authorities, provided that the commercial paper
         and/or long term unsecured debt obligations of such depository
         institution or trust company (or in the case of the principal
         depository institution in a holding company system, the commercial
         paper or long-term unsecured debt obligations of such holding company,
         but only if Moody's is not a Rating Agency) are then rated one of the
         two highest long-term and the highest short-term ratings of each such
         Rating Agency for such securities, or such lower ratings as each Rating
         Agency has confirmed in writing will not result in the downgrading or
         withdrawal of the rating then assigned to the Certificates by such
         Rating Agency;

                           (vi) repurchase obligations with respect to any
         security described in clauses (i) and (ii) above, in either case
         entered into with a depository institution or trust company (acting as
         principal) described in clause (v) above;

                           (vii) securities (other than stripped bonds, stripped
         coupons or instruments sold at a purchase price in excess of 115% of
         the face amount thereof) bearing interest or sold at a discount issued
         by any corporation incorporated under the laws of the United States or
         any state thereof which, at the time of such investment, have one of
         the two highest long term ratings of each Rating Agency (except if the
         Rating Agency is Moody's, such rating shall be the highest commercial
         paper rating of S&P for any such securities) or such lower rating as
         each Rating Agency has confirmed in writing will not result in the
         downgrading or withdrawal of the rating then assigned to the
         Certificates by such Rating Agency;


                                       32
<PAGE>


                           (viii) interests in any money market fund which at
         the date of acquisition of the interests in such fund and throughout
         the time such interests are held in such fund has the highest
         applicable long term rating by each Rating Agency or such lower rating
         as each Rating Agency has confirmed in writing will not result in the
         downgrading or withdrawal of the ratings then assigned to the
         Certificates by such Rating Agency;

                           (ix) short term investment funds sponsored by any
         trust company or national banking association incorporated under the
         laws of the United States or any state thereof which on the date of
         acquisition has been rated by each Rating Agency in their respective
         highest applicable rating category or such lower rating as each Rating
         Agency has confirmed in writing will not result in the downgrading or
         withdrawal of the ratings then assigned to the Certificates by such
         Rating Agency; and

                           (x) such other relatively risk free investments
         having a specified stated maturity and bearing interest or sold at a
         discount acceptable to each Rating Agency as will not result in the
         downgrading or withdrawal of the rating then assigned to the
         Certificates by any Rating Agency, as evidenced by a signed writing
         delivered by each Rating Agency;

provided, that no such instrument shall be a Permitted Investment if such
instrument (i) evidences the right to receive interest only payments with
respect to the obligations underlying such instrument, (ii) is purchased at a
premium or (iii) is purchased at a deep discount; provided further that no such
instrument shall be a Permitted Investment (A) if such instrument evidences
principal and interest payments derived from obligations underlying such
instrument and the 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, or (B) if it may be redeemed at a price below the
purchase price (the foregoing clause (B) not to apply to investments in units of
money market funds pursuant to clause (vii) above); provided further that no
amount beneficially owned by any REMIC (including, without limitation, any
amounts collected by the Master Servicer but not yet deposited in the
Certificate Account) may be invested in investments (other than money market
funds) treated as equity interests for Federal income tax purposes, unless the
Master Servicer shall receive an Opinion of Counsel, at the expense of Master
Servicer, to the effect that such investment will not adversely affect the
status of any such REMIC as a REMIC under the Code or result in imposition of a
tax on any such REMIC. Permitted Investments that are subject to prepayment or
call may not be purchased at a price in excess of par.

                  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) that 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 Class A-R Certificate, (iv) rural



                                       33

<PAGE>


electric and telephone cooperatives described in section 1381(a)(2)(C) of the
Code, (v) an "electing large partnership" as defined in Section 775 of the Code,
(vi) a Person that is not a citizen or resident of the United States, a
corporation, partnership, or other entity (treated as a corporation or a
partnership for federal income tax purposes) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia, or
an estate whose income from sources without the United States is includible in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have authority to control all substantial decisions of the trustor
unless such Person has furnished the transferor and the Trustee with a duly
completed Internal Revenue Service Form W-8ECI, and (vii) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the Transfer of
an Ownership Interest in a Class A-R Certificate to such Person may cause the
Trust Fund to fail to qualify as a REMIC at any time that any 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, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government, or any agency or political
subdivision thereof.

                  POOL STATED PRINCIPAL BALANCE: As to any Distribution Date,
the aggregate of the Stated Principal Balances of the Mortgage Loans which were
Outstanding Mortgage Loans on the Due Date in the month preceding the month of
such Distribution Date.

                  PREPAYMENT ASSUMPTION: The applicable rate of prepayment, as
described in the Prospectus Supplement relating to the Offered Certificates.

                  PREPAYMENT CHARGE: As to a Mortgage Loan, any charge paid by a
Mortgagor in connection with certain partial prepayments and all prepayments in
full made within the related Prepayment Charge Period, the Prepayment Charges
with respect to each applicable Mortgage Loan being identified in the Prepayment
Charge Schedule.

                  PREPAYMENT CHARGE PERIOD: As to any Mortgage Loan the period
of time during which a Prepayment Charge may be imposed.

                  PREPAYMENT CHARGE SCHEDULE: As of any date, the list of
Prepayment Charges included in the Trust Fund on that date, (including the
prepayment charge summary attached thereto). The Prepayment Charge Schedule
shall contain the following information with respect to each Prepayment Charge:


                                       34

<PAGE>


              (i)   the Mortgage Loan account number;

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

              (iii) the state of origination in which the related Mortgage
                    Property is located;

              (iv)  the first date on which a Monthly Payment is or was due
                    under the related Mortgage Note;

              (v)   the term of the Prepayment Charge;

              (vi)  the original principal amount of the related Mortgage Loan;
                    and

              (vii) the Cut-off Date Principal Balance of the related Mortgage
                    Loan.

                  The Prepayment Charge Schedule shall be amended from time to
time by the Master Servicer in accordance with this Agreement.

                  PREPAYMENT INTEREST EXCESS: With respect to any Distribution
Date, for each Actuarial Mortgage Loan that was the subject of a Principal
Prepayment during the portion of a Prepayment Period from the related Due Date
to the end of such Prepayment Period, any payment of interest received in
connection therewith (net of any applicable Servicing Fee) representing interest
accrued for any portion of such month of receipt.

                  PREPAYMENT INTEREST SHORTFALL: With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a partial
Principal Prepayment, a Principal Prepayment in full, or that became a
Liquidated Loan during (i) the Prepayment Period with respect to a Simple
Interest Mortgage Loan or (ii) the portion of the Prepayment Period from the
beginning of such Prepayment Period to the related Due Date in such Prepayment
Period (in each case, other than a Principal Prepayment in full resulting from
the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 3.12 or
9.01 hereof), the amount, if any, by which (i) one month's interest at the
applicable Net Mortgage Rate on the Stated Principal Balance of such Mortgage
Loan immediately prior to such prepayment (or liquidation) or in the case of a
partial Principal Prepayment on the amount of such prepayment (or liquidation
proceeds) exceeds (ii) the amount of interest paid or collected in connection
with such Principal Prepayment or such liquidation proceeds.

                  PREPAYMENT PERIOD: As to any Distribution Date, (i) with
respect to Actuarial Mortgage Loans, the period beginning with the opening of
business on the sixteenth day of the calendar month preceding the month in which
such Distribution Date occurs (or, with respect to the first Distribution Date,
the period from December 1, 2003) and ending on the close of business on the
fifteenth day of the month in which such Distribution Date occurs or (ii) with
respect to Simple Interest Mortgage Loans, the calendar month preceding such
Distribution Date.


                                       35
<PAGE>


                  PRIME RATE: The prime commercial lending rate of The Bank of
New York, as publicly announced to be in effect from time to time. The Prime
Rate shall be adjusted automatically, without notice, on the effective date of
any change in such prime commercial lending rate. The Prime Rate is not
necessarily the Bank of New York's lowest rate of interest.

                  PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the sum of (i) the Principal Remittance Amount for such
Distribution Date, and (ii) the Extra Principal Distribution Amount for such
Distribution Date.

                  PRINCIPAL PREPAYMENT: Any Mortgagor payment or other recovery
of (or proceeds with respect to) principal on a Mortgage Loan (including loans
purchased or repurchased under Sections 2.02, 2.03, 2.04, 3.12 and 9.01 hereof)
that is received in advance of its scheduled Due Date and is not accompanied by
an amount as to interest representing scheduled interest due on any date or
dates in any month or months subsequent to the month of prepayment. Partial
Principal Prepayments shall be applied by the Master Servicer in accordance with
the terms of the related Mortgage Note.

                  PRINCIPAL REMITTANCE AMOUNT: (a) The sum, without duplication,
of: (i) the scheduled principal collected with respect to the Actuarial Mortgage
Loans during the related Due Period or advanced on or before the related Master
Servicer Advance Date, (ii) prepayments collected in the related Prepayment
Period, with respect to the Actuarial Mortgage Loans and, with respect to the
Simple Interest Mortgage Loans, all payments received from the borrower which
are allocable to principal, (iii) the Stated Principal Balance of each Mortgage
Loan that was repurchased by the Seller or purchased by the Master Servicer,
(iv) the amount, if any, by which the aggregate unpaid principal balance of any
Replacement Mortgage Loans is less than the aggregate unpaid principal balance
of any Deleted Mortgage Loans delivered by the Seller in connection with a
substitution of a Mortgage Loan and (v) all Liquidation Proceeds collected
during the related Due Period (to the extent such Liquidation Proceeds related
to principal); less (b) all non-recoverable Advances relating to principal and
certain expenses reimbursed during the related Due Period.

                  PRIVATE CERTIFICATES: The Class C Certificates and Class P
Certificates.

                  PROSPECTUS SUPPLEMENT: The Prospectus Supplement dated
November 21, 2003, relating to the public offering of the Offered Certificates
offered thereby.

                  PUD:  A Planned Unit Development.

                  PURCHASE PRICE: With respect to any Mortgage Loan (x) required
to be (1) repurchased by the Seller or purchased by the Master Servicer, as
applicable, pursuant to Section 2.02, 2.03 or 3.12 hereof or (2) repurchased by
the Depositor pursuant to Section 2.04 hereof, or (y) that the Master Servicer
has a right to purchase pursuant to Section 3.12 hereof, an amount equal to the
sum of (i) 100% of the unpaid principal balance (or, if such purchase or
repurchase, as the case may be, is effected by the Master Servicer, the Stated
Principal Balance)



                                       36
<PAGE>


of the Mortgage Loan as of the date of such purchase, (ii) accrued interest
thereon at the applicable Mortgage Rate (or, if such purchase or repurchase, as
the case may be, is effected by the Master Servicer, at the Net Mortgage Rate)
from (a) the date through which interest was last paid by the Mortgagor (or, if
such purchase or repurchase, as the case may be, is effected by the Master
Servicer, the date through which interest was last advanced and not reimbursed
by the Master Servicer) to (b) the Due Date in the month in which the Purchase
Price is to be distributed to Certificateholders, and (iii) costs and damages
incurred by the Trust Fund in connection with a repurchase pursuant to Section
2.03 hereof that arises out of a violation of any predatory or abusive lending
law which also constitutes an actual breach of representation (xxxiv) of Section
2.03(b) hereof.

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

                  REALIZED LOSS: With respect to each Liquidated Loan, an amount
(not less than zero or more than the Stated Principal Balance of the Mortgage
Loan) as of the date of such liquidation, equal to (i) the Stated Principal
Balance of such Liquidated Loan as of the date of such liquidation, minus (ii)
the Liquidation Proceeds, if any, received in connection with such liquidation
during the month in which such liquidation occurs, to the extent applied as
recoveries of principal of the Liquidated Loan. With respect to each Mortgage
Loan that has become the subject of a Deficient Valuation, (i) if the value of
the related Mortgaged Property was reduced below the principal balance of the
related Mortgage Note, the amount by which the value of the Mortgaged Property
was reduced below the principal balance of the related Mortgage Note, and (ii)
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 plus any reduction in the
interest component of the Scheduled Payments. With respect to each Mortgage Loan
that has become the subject of a Debt Service Reduction and any Distribution
Date, the amount, if any, by which the related Scheduled Payment was reduced.

                  RECORD DATE: With respect to any Distribution Date and the
Certificates, other than the Class A-IO, Class A-R, Class C and Class P
Certificates, the Business Day immediately preceding such Distribution Date, or
if such Certificates are no longer Book-Entry Certificates, the last Business
Day of the month preceding the month of such Distribution Date. With respect to
the Class A-IO, Class A-R, Class C and Class P Certificates, the last Business
Day of the month preceding the month of a Distribution Date.

                  REFERENCE BANK RATE: With respect to any Accrual Period, the
arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple of
0.03125%) of the offered rates for United States dollar deposits for one month
that are quoted by the Reference Banks as of 11:00 a.m., New York City time, on
the related Interest Determination Date to prime banks in the



                                       37
<PAGE>


London interbank market for a period of one month in amounts approximately equal
to the aggregate Certificate Principal Balance of the Offered Certificates on
such Interest Determination Date, 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 (rounded upwards, if necessary, to the
nearest whole multiple of 0.03125%) 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 City
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 Certificate
Principal Balance of the Offered Certificates on such Interest Determination
Date.

                  REFERENCE BANKS: Barclays Bank PLC, Deutsche Bank and NatWest,
N.A., provided that if any of the foregoing banks are not suitable to serve as a
Reference Bank, then any leading banks selected by the Trustee which are engaged
in transactions in Eurodollar deposits in the international Eurocurrency market
(i) with an established place of business in London, England, (ii) not
controlling, under the control of or under common control with the Depositor or
any affiliate thereof and (iii) which have been designated as such by the
Trustee.

                  REFINANCING MORTGAGE LOAN: Any Mortgage Loan originated in
connection with the refinancing of an existing mortgage loan.

                  REGULAR CERTIFICATE: Any Offered Certificate other than a
Class A-R Certificate.

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

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

                  REMIC I: The segregated pool of assets subject hereto,
constituting a portion of the primary trust created hereby and to be
administered hereunder, with respect to which a separate REMIC election is to be
made, consisting of: (i) the Mortgage Loans and the related Mortgage Files; (ii)
all payments on and collections in respect of the Mortgage Loans due after the
Cut-off Date (other than Monthly Payments due in November 2003) as shall be on
deposit in the Certificate Account and identified as belonging to the Trust
Fund; (iii) property which secured a Mortgage Loan and which has been acquired
for the benefit of the Certificateholders by foreclosure or deed in lieu of
foreclosure; (iv) Required Insurance Policies pertaining to the Mortgage Loans,
if any; and (v) all proceeds of clauses (i) through (iv) above. The Corridor
Contract and Carryover Reserve Fund will not be assets of REMIC I.

                  REMIC I REGULAR INTERESTS: REMIC I Regular Interest LT-A,
REMIC I Regular Interest LT-IO, REMIC I Regular Interest LT-P and REMIC I
Regular Interst LT-R.+

                  REMIC I REGULAR INTEREST LT-A: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated



                                       38
<PAGE>


Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.

                  REMIC I REGULAR INTEREST LT-IO: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.

                  REMIC I REGULAR INTEREST LT-P: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.

                  REMIC I REGULAR INTEREST LT-R: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has such other
terms as are described herein.

                  REMIC II INTEREST LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Uncertificated Principal Balance of the REMIC II Regular Interests then
outstanding and (ii) the Uncertificated Pass-Through Rate for REMIC II Regular
Interest LT-AA minus the Marker Rate, divided by (b) 12.

                  REMIC II OVERCOLLATERALIZED AMOUNT: With respect to any date
of determination, (i) 1.00% of the aggregate Uncertificated Principal Balances
of the REMIC II Regular Interests minus (ii) the Uncertificated Principal
Balances of REMIC II Regular Interest LT-A1, REMIC II Regular Interest LT-A2,
REMIC II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II
Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular
Interest LT-M5, REMIC II Regular Interest LT-B, REMIC II Regular Interest LT-ZZ
and REMIC II Regular Interest LT-P, in each case as of such date of
determination.

                  REMIC II OVERCOLLATERALIZATION TARGET AMOUNT:1% of the
Overcollateralization Target Amount.

                  REMIC II PRINCIPAL LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of the Mortgage Loans then outstanding and (ii) 1 minus a
fraction, the numerator of which is two times the sum of the Uncertificated
Principal Balances of REMIC II Regular Interest LT-A1, REMIC II Regular Interest
LT-A2, REMIC I Regular Interest LT-M1, REMIC I Regular Interest LT-M2, REMIC I
Regular Interest LT-M3, REMIC I Regular Interest LT-M4, REMIC I Regular Interest
LT-M5 and REMIC I Regular Interest LT-B and the denominator of which is the sum
of the Uncertificated Principal Balances of REMIC I Regular Interest LT-A1,
REMIC I Regular Interest LT-A2, REMIC I Regular Interest LT-M1, REMIC I Regular
Interest LT-M2, REMIC I



                                       39
<PAGE>


Regular Interest LT-M3, REMIC I Regular Interest LT-M4, REMIC I Regular Interest
LT-M5, REMIC I Regular Interest LT-B and REMIC I Regular Interest LT-ZZ.

                  REMIC II REGULAR INTERESTS: REMIC II Regular Interest LT-AA,
REMIC II Regular Interest LT-A1, REMIC II Regular Interest LT-A2, REMIC II
Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular
Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest
LT-M5, REMIC II Regular Interest LT-B, REMIC II Regular Interest LT-ZZ, REMIC II
Regular Interest LT-IO, REMIC II Regular Interest LT-P and REMIC II Regular
Interest LT-R.

                  REMIC II REGULAR INTEREST LT-AA: A regular interest in REMIC
II that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

                  REMIC II REGULAR INTEREST LT-A1: A regular interest in REMIC
II that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

                  REMIC II REGULAR INTEREST LT-A2: A regular interest in REMIC
II that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

                  REMIC II REGULAR INTEREST LT-M1: A regular interest in REMIC
II that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

                  REMIC II REGULAR INTEREST LT-M2: A regular interest in REMIC
II that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

                  REMIC II REGULAR INTEREST LT-M3: A regular interest in REMIC
II that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

                  REMIC II REGULAR INTEREST LT-M4: A regular interest in REMIC
II that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC II Pass-Through Rate, and that has such other
terms as are described herein.


                                       40
<PAGE>


                  REMIC II REGULAR INTEREST LT-M5: A regular interest in REMIC
II that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

                  REMIC II REGULAR INTEREST LT-M6: A regular interest in REMIC
II that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

                  REMIC II REGULAR INTEREST LT-IO: A regular interest in REMIC
II that is held as an asset of REMIC III, that has an initial notional amount
equal to the related Uncertificated Notional Amount, that bears interest at the
related Uncertificated REMIC II Pass-Through Rate, and that has such other terms
as are described herein.

                  REMIC II REGULAR INTEREST LT-ZZ: A regular interest in REMIC
II that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

                  REMIC II REGULAR INTEREST LT-P: A regular interest in REMIC II
that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

                  REMIC II REGULAR INTEREST LT-R: A regular interest in REMIC II
that is held as an asset of REMIC III, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC II Pass-Through Rate, and that has such other
terms as are described herein.

                  REMIC III REGULAR CERTIFICATES: Any of the Class A-1, Class
A-2, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class B,
Class C or Class P Certificates.

                  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 temporary and final regulations (or, to the extent not
inconsistent with such temporary or final regulations, proposed regulations) and
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

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


                                       41
<PAGE>


                  REPLACEMENT 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 N, (i) have a Stated Principal Balance, after deduction of the
principal portion of the Scheduled Payment due in the month of substitution, not
in excess of, and not less than 90% of the Stated Principal Balance of the
Deleted Mortgage Loan; (ii) have a Mortgage Rate not less than or no more than
1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii)
have the same or higher credit quality characteristics than that of the Deleted
Mortgage Loan; (iv) at the time of transfer to the Trust Fund, be accruing
interest at a Mortgage Rate not more than 1% per annum higher or lower than that
of the Deleted Mortgage Loan; (v) have a Combined Loan-to-Value Ratio no higher
than that of the Deleted Mortgage Loan; (vi) have a remaining term to maturity
no greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (vii) not permit conversion of the Mortgage Rate from a fixed
rate to a variable rate or visa versa; (viii) provide for a prepayment charge on
terms substantially similar to those of the prepayment charge, if any, of the
Deleted Mortgage Loan; (ix) have the same lien priority as the Deleted Mortgage
Loan; (x) constitute the same occupancy type as the Deleted Mortgage Loan; (xi)
[reserved], and (xii) comply with each representation and warranty (other than a
statistical representation or warranty) set forth in Section 2.03 hereof.

                  REQUEST FOR RELEASE: The Request for Release submitted by the
Master Servicer to the Trustee, substantially in the form of Exhibits M and N,
as appropriate.

                  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.

                  REQUIRED PERCENTAGE: With respect to each Distribution Date on
or after the Stepdown Date, the fraction (expressed as a percentage) of (1) the
numerator of which is the excess of (a) the aggregate Stated Principal Balance
of the Mortgage Loans for the preceding Distribution Date over (b) the
Certificate Principal Balance of the most senior Class of Certificates
outstanding as of the preceding Master Servicer Advance Date and (2) the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans for the preceding Distribution Date.

                  RESPONSIBLE OFFICER: When used with respect to the Trustee,
any Vice President, any Assistant Vice President, the Secretary, 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.

                  ROLLING DELINQUENCY PERCENTAGE: With respect to any
Distribution Date, the average, over the past three months, of a fraction
(expressed as a percentage), (a) the numerator of which is the aggregate Stated
Principal Balances for such Distribution Date of all Mortgage Loans 60 or more
days delinquent as of the last day of the preceding month (including Mortgage


                                       42
<PAGE>


Loans in foreclosure, bankruptcy and REO Properties) and (b) the denominator of
which is the aggregate Stated Principal Balances of the Mortgage Loans for such
Distribution Date.

                  S&P: Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or any successor thereto.

                  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.

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

                  SELLER: Countrywide Home Loans, Inc., a New York corporation,
and its successors and assigns, in its capacity as seller of the Mortgage Loans
to the Depositor.

                  SELLER SHORTFALL INTEREST REQUIREMENT: For the Master Servicer
Advance Date in December 2003, an amount equal to 30 days interest on the Stated
Principal Balance of each Mortgage Loans that does not have a scheduled payment
of interest due in the related Due Period at the Net Mortgage Rates for such
Mortgage Loans.

                  SENIOR CERTIFICATES: The Class A-R, Class A-1, Class A-2 and
Class A-IO Certificates.

                  SERVICING ADVANCES: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in the performance by the Master
Servicer of its servicing obligations hereunder, including, but not limited to,
the cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
(iii) the management and liquidation of any REO Property and (iv) compliance
with the obligations under Section 3.10.

                  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 or, in the event of any payment
of interest that accompanies a Principal Prepayment in full made by the
Mortgagor, interest at the Servicing Fee Rate on the Stated Principal Balance of
such Mortgage Loan for the period covered by such payment of interest.

                  SERVICING FEE RATE: With respect to each Mortgage Loan, 0.50%
per annum.

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

                  SIMPLE INTEREST METHOD: The method of allocating a payment to
principal and interest pursuant to which the portion of such payment that is
allocated to interest is equal to the product of the fixed rate of interest
multiplied by the unpaid principal balance multiplied by the



                                       43
<PAGE>


period of time elapsed since the preceding payment of interest was received and
divided by either 360 or 365, as specified in the related Mortgage Note, and the
remainder of such payment is allocated to principal.

                  SIMPLE INTEREST MORTGAGE LOAN: Any Mortgage Loan under which
the portion of a payment allocable to interest and the portion of such payment
allocable to principal is determined in accordance with the Simple Interest
Method.

                  STATED PRINCIPAL BALANCE: With respect to any Mortgage Loan or
related REO Property (i) as of the Cut-off Date, the unpaid principal balance of
the Mortgage Loan as of such date (before any adjustment to the amortization
schedule for any moratorium or similar waiver or grace period), after giving
effect to any partial prepayments or Liquidation Proceeds received prior to such
date and to the payment of principal due (with respect to Actuarial Mortgage
Loans) or actually paid (with respect to Simple Interest Mortgage Loans) on or
prior to such date and irrespective any delinquency in payment by the related
mortgagor with respect to Actuarial Mortgage Loans, and (ii) as of any
Distribution Date, the Stated Principal Balance of the Mortgage Loan as of its
Cut-off Date, minus the sum of (a) the principal portion of (i) for the
Actuarial Mortgage Loans, the Scheduled Payments (x) due with respect to such
Mortgage Loan during each Due Period ending prior to such Distribution Date and
(y) that were received by the Master Servicer as of the close of business on the
Determination Date related to such Distribution Date or with respect to which
Advances were made as of the Master Servicer Advance Date related to such
Distribution Date, or (ii) for Simple Interest Mortgage Loans, actual payments
due with respect to the Mortgage Loans on or prior to the end of the most recent
Due Period that were received by the Master Servicer as of the close of business
on the Determination Date related to such Distribution Date, (b) all Principal
Prepayments with respect to such Mortgage Loan received by the Master Servicer
during each Prepayment Period ending prior to such Distribution Date, and (c)
all Liquidation Proceeds collected with respect to such Mortgage Loan during
each Due Period ending prior to such Distribution Date, to the extent applied by
the Master Servicer as recoveries of principal in accordance with Section 3.12.
The Stated Principal Balance of any Mortgage Loan that becomes a Liquidated Loan
will be zero on the Distribution Date following the Due Period in which such
Mortgage Loan becomes a Liquidated Loan. References herein to the Stated
Principal Balance the Mortgage Loans at any time shall mean the aggregate Stated
Principal Balances of all Mortgage Loans in the Trust Fund as of such time.

                  STEPDOWN DATE: The earlier to occur of (i) the Distribution
Date on which the aggregate Certificate Principal Balance of the Senior
Certificates (other than the Class A-IO Certificates) is reduced to zero and
(ii) the later to occur of (a) the Distribution Date in December 2006 or (b) the
first Distribution Date on which the aggregate Certificate Principal Balance of
the Senior Certificates (other than the Class A-IO Certificates) (after
calculating anticipated distributions on such Distribution Date) is less than or
equal to 38.00% of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date.


                                       44
<PAGE>


                  SUBORDINATE CERTIFICATES: The Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5 and Class B Certificates.

                  SUBSERVICER:  As defined in Section 3.02(a).

                  SUBSERVICING AGREEMENT:  As defined in Section 3.02(a).

                  SUBSTITUTION ADJUSTMENT AMOUNT: The meaning ascribed to such
term pursuant to Section 2.03(c).

                  SUBSTITUTION AMOUNT: With respect to any Mortgage Loan
substituted pursuant to Section 2.03(c), the excess of (x) the principal balance
of the Mortgage Loan that is substituted for, over (y) the principal balance of
the related substitute Mortgage Loan, each balance being determined as of the
date of substitution.

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

                  TAX MATTERS PERSON CERTIFICATE: The Class A-R Certificate with
a Denomination of $0.05.

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

                  TRIGGER EVENT: With respect to any Distribution Date on or
after the Stepdown Date, either a Delinquency Trigger Event with respect to that
Distribution Date or a Cumulative Loss Trigger Event respect to that
Distribution Date.

                  TRUST FUND: The corpus of the trust created hereunder
consisting of (i) the Mortgage Loans and all interest and principal received on
or with respect thereto on and after the Cut-off Date to the extent not applied
in computing the Cut-off Date Principal Balance thereof, exclusive of interest
not required to be deposited in the Certificate Account pursuant to Section
3.05(b)(ii); (ii) the Certificate Account, the Distribution Account, the
Carryover Reserve Fund and all amounts deposited therein pursuant to the
applicable provisions of this Agreement; (iii) the Corridor Contract; (iv)
property that secured a Mortgage Loan and has been acquired by foreclosure, deed
in lieu of foreclosure or otherwise; (v) the mortgagee's rights under any
insurance policies with respect to the Mortgage Loan; and (vi) all proceeds of
the conversion, voluntary or involuntary, of any of the foregoing into cash or
other liquid property.

                  TRUSTEE: The Bank of New York, a New York banking corporation,
not in its individual capacity, but solely in its capacity as trustee for the
benefit of the Certificateholders under this Agreement, and any successor
thereto, and any corporation or national banking association resulting from or
surviving any consolidation or merger to which it or its successors



                                       45
<PAGE>


may be a party and any successor trustee as may from time to time be serving as
successor trustee hereunder.

                  TRUSTEE ADVANCE RATE: With respect to any Advance made by the
Trustee pursuant to Section 4.01(b), a per annum rate of interest determined as
of the date of such Advance equal to the Prime Rate in effect on such date plus
5.00%.

                  TRUSTEE FEE: As to any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate multiplied by the Pool Stated Principal
Balance for such Distribution Date.

                  TRUSTEE FEE RATE: With respect to each Mortgage Loan, 0.009%
per annum.

                  UNCERTIFICATED ACCRUED INTEREST: With respect to any
Uncertificated Regular Interest for any Distribution Date, one month's interest
at the related Uncertificated Pass-Through Rate for such Distribution Date,
accrued on the Uncertificated Principal, immediately prior to such Distribution
Date. Uncertificated Accrued Interest for the Uncertificated Regular Interests
shall accrue on the basis of a 360-day year consisting of twelve 30-day months.
For purposes of calculating the amount of Uncertificated Accrued Interest for
the REMIC I Regular Interests for any Distribution Date, the aggregate amount of
any Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) incurred in respect of the Mortgage Loans for any Distribution Date
shall be allocated first, to REMIC I Regular Interest LT-A and REMIC I Regular
Interest LT-P, to the extent of one month's interest at the then applicable
respective Uncertificated REMIC I Pass-Through Rate on the Uncertificated
Principal Balance of each such REMIC I Regular Interest; and then, to REMIC I
Regular Interest LT-IO, to the extent of one month's interest at the then
applicable Uncertificated REMIC I Pass-Through Rate on the Uncertificated
Principal Balance of such REMIC I Regular Interest. For purposes of calculating
the amount of Uncertificated Accrued Interest for the REMIC II Regular Interests
for any Distribution Date, the aggregate amount of any Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest) incurred in
respect of the Mortgage Loans for any Distribution Date shall be allocated
first, to Uncertificated Accrued Interest payable to REMIC II Regular Interest
LT-AA and REMIC II Regular Interest LT-ZZ up to an aggregate amount equal to the
REMIC II Interest Loss Allocation Amount, 98% and 2%, respectively, and
thereafter among REMIC II Regular Interest LT-AA, REMIC II Regular Interest
LT-A1, REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-M1, REMIC
II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular
Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular Interest LT-B
and REMIC II Regular Interest LT-ZZ, pro rata based on, and to the extent of,
one month's interest at the then applicable respective REMIC II Pass-Through
Rate on the respective Uncertificated Principal Balance of each such REMIC II
Regular Interest.

                  UNCERTIFICATED NOTIONAL AMOUNT: With respect to REMIC II
Regular Interest LT-IO and (i) each Distribution Date from and including the
Distribution Date in December 2003 to and including the Distribution Date in May
2005, the Uncertificated Principal Balance of REMIC I Regular Interest LT-IO and
(ii) each Distribution Date thereafter, $0.


                                       46
<PAGE>


                  UNCERTIFICATED PASS-THROUGH RATE: The Uncertificated REMIC I
Pass-Through Rate or the Uncertificated REMIC II Pass-Through Rate

                  UNCERTIFICATED PRINCIPAL BALANCE: The principal amount of any
Uncertificated Regular Interest outstanding as of any date of determination. The
Uncertificated Principal Balance of each Uncertificated Regular Interest shall
be reduced by all distributions of principal made on such Uncertificated Regular
Interest, as applicable, on such Distribution Date and, if and to the extent
necessary and appropriate, shall be further reduced in such Distribution Date by
Realized Losses. The Uncertificated Principal Balance of each Uncertificated
Regular Interest shall never be less than zero.

                  UNCERTIFICATED REMIC I PASS-THROUGH RATE: With respect to
REMIC I Regular Interest LT-A, REMIC I Regular Interest LT-IO, REMIC I Regular
Interest LT-P, REMIC I Regular Interest LT-R, the weighted average of the
Adjusted Net Mortgage Rates of the Mortgage Loans.

                  UNCERTIFICATED REMIC II PASS-THROUGH RATE: (a) With respect to
REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-A1, REMIC II
Regular Interest LT-A2, REMIC II Regular Interest LT-M1, REMIC II Regular
Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest
LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular Interest LT-B, REMIC II
Regular Interest LTII-ZZ, REMIC II Regular Interest LT-P and REMIC II Regular
Interest LT-R, and (i) any Distribution Date up to and including May 2005, a per
annum rate equal to (1) the weighted average of (x) with respect to REMIC I
Regular Interest LT-A, the Uncertificated REMIC I Pass-Through Rate for such
REMIC I Regular Interest for such Distribution Date and, (y) with respect to
REMIC I Regular Interest LT-IO the excess, if any, of (1) the Uncertificated
REMIC I Pass-Through Rate with respect to such REMIC I Regular Interest for such
Distribution Date over (2) in the case of such REMIC I Regular Interest, (A)
from the Closing Date to May 2005, 4.750% per annum and (B) thereafter, 0.00%
per annum; weighted on the basis of the Uncertificated Principal Balance of each
REMIC I Regular Interest and (ii) thereafter, a per annum rate equal to the
weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC
I Regular Interests, weighted on the basis of the respective Uncertificated
Principal Balances thereof for such Distribution Date.

                  UNCERTIFICATED REGULAR INTERESTS: The REMIC I Regular
Interests.

                  UNDERWRITER'S EXEMPTION: Prohibited Transaction Exemption
2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or
any substantially similar administrative exemption granted by the U.S.
Department of Labor.

                  UNPAID REALIZED LOSS AMOUNT: For any Class of Subordinate
Certificates, the portion of the aggregate Applied Realized Loss Amount
previously allocated to that Class



                                       47
<PAGE>


remaining unpaid from prior Distribution Dates, plus interest on such amount at
the related Pass-Through Rate.

                  VOTING RIGHTS: The portion of the voting rights of all the
Certificates that is allocated to any Certificates for purposes of the voting
provisions hereunder. Voting Rights allocated to each Class of Certificates
shall be allocated 96% to the Certificates other than the Class A-IO, Class A-R,
Class C and Class P Certificates (with the allocation among the Certificates to
be in proportion to the Certificate Principal Balance of each Class relative to
the Certificate Principal Balance of all other such Classes), and 1% to each of
the Class A-IO, Class A-R, Class C and Class P Certificates. Voting Rights will
be allocated among the Certificates of each such Class in accordance with their
respective Percentage Interests.



                                       48
<PAGE>





                                  ARTICLE II.

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

                  Section 2.01. CONVEYANCE OF MORTGAGE LOANS.

                  (a) The Seller hereby sells, transfers, assigns, sets over and
otherwise conveys to the Depositor, without recourse, all the right, title and
interest of the Seller in and to the Mortgage Loans, including all interest and
principal received and receivable by the Seller on or with respect to the
Mortgage Loans after the Cut-off Date (to the extent not applied in computing
the Cut-off Date Principal Balance thereof) or deposited into the Certificate
Account by the Seller as a Certificate Account Deposit as provided in this
Agreement, other than principal due on the Mortgage Loans on or prior to the
Cut-off Date and interest accruing prior to the Cut-off Date. The Seller
confirms that, concurrently with the transfer and assignment, it has deposited
into the Certificate Account the Certificate Account Deposit.

                  Immediately upon the conveyance of the Mortgage Loans referred
to in the preceding paragraph, the Depositor sells, transfers, assigns, sets
over and otherwise conveys to the Trustee for benefit of the Certificateholders,
without recourse, all right title and interest in the Mortgage Loans.

                  The Seller further agrees to assign all of its right, title
and interest in and to the interest rate cap transaction evidenced by the
Confirmation And Agreement , and to cause all of its obligations in respect of
such transaction to be assumed by, the Trustee on behalf of the Trust Fund, on
the terms and conditions set forth in the Corridor Contract Assignment
Agreement.

                  (b) [reserved]

                  (c) [reserved]

                  (d) [reserved]

                  (e) [reserved]

                  (f) [reserved]

                  (g) In connection with the transfer and assignment of each
Mortgage Loan, the Depositor has delivered to, and deposited with, the Trustee
(or, in the case of the Delay Delivery Mortgage Loans, will deliver to, and
deposit with, the Trustee within the time periods specified in the definition of
Delay Delivery Mortgage Loans) (except as provided in clause (vi) below) for the
benefit of the Certificateholders, the following documents or instruments with
respect to each such Mortgage Loan so assigned (with respect to



                                       49
<PAGE>


each Mortgage Loan, clause (i) through (vi) below, together, the "Mortgage File"
for each such Mortgage Loan):

                  (i) the original Mortgage Note, endorsed by the Seller or the
         originator of such Mortgage Loan, without recourse, in the following
         form: "Pay to the order of ________________ without recourse", with all
         intervening endorsements that show a complete chain of endorsement from
         the originator to the Seller, or, if the original Mortgage Note has
         been lost or destroyed and not replaced, an original lost note
         affidavit from the Seller, stating that the original Mortgage Note was
         lost or destroyed, together with a copy of the related Mortgage Note;

                  (ii) in the case of each Mortgage Loan that is not a MERS
         Mortgage Loan, the original recorded Mortgage, and in the case of each
         MERS Mortgage Loan, 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, with evidence of
         recording indicated thereon, or a copy of the Mortgage certified by the
         public recording office in which such Mortgage has been recorded;

                  (iii) in the case of each Mortgage Loan that is not a MERS
         Mortgage Loan, a duly executed assignment of the Mortgage to
         "Asset-Backed Certificates, Series 2003-SC1, CWABS, Inc., by The Bank
         of New York, a New York banking corporation, as trustee under the
         Pooling and Servicing Agreement dated as of November 1, 2003, without
         recourse" (each such assignment, when duly and validly completed, to be
         in recordable form and sufficient to effect the assignment of and
         transfer to the assignee thereof, under the Mortgage to which such
         assignment relates);

                  (iv) the original recorded assignment or assignments of the
         Mortgage together with all interim recorded assignments of such
         Mortgage (noting the presence of a MIN in the case of each MERS
         Mortgage Loan);

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

                  (vi) the original or duplicate original lender's title policy
         or a printout of the electronic equivalent and all riders thereto or,
         in the event such original title policy has not been received from the
         insurer, such original or duplicate original lender's title policy and
         all riders thereto shall be delivered within one year of the Closing
         Date.

         In addition, in connection with the assignment of any MERS Mortgage
Loan, the Seller agrees that it will cause, at the Seller's own expense, the
MERS(R) System to indicate (and provide evidence to the Trustee that it has done
so) that such Mortgage Loans have been assigned by the Seller 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



                                       50
<PAGE>


"[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 Seller
further agrees that it will not, and will not permit the Master Servicer to, and
the Master Servicer agrees that it will not, alter the codes referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the terms
of this Agreement.

                  In the event that in connection with any Mortgage Loan that is
not a MERS Mortgage Loan the Seller cannot deliver the original recorded
Mortgage or all interim recorded assignments of the Mortgage satisfying the
requirements of clause (ii), (iii) or (iv) concurrently with the execution and
delivery hereof, the Seller shall deliver or cause to be delivered to the
Trustee a true copy of such Mortgage and of each such undelivered interim
assignment of the Mortgage each certified by the Seller, the applicable title
company, escrow agent or attorney, or the originator of such Mortgage, as the
case may be, to be a true and complete copy of the original Mortgage or
assignment of Mortgage submitted for recording. For any such Mortgage Loan that
is not a MERS Mortgage Loan the Seller shall promptly deliver or cause to be
delivered to the Trustee such original Mortgage and such assignment or
assignments with evidence of recording indicated thereon upon receipt thereof
from the public recording official, or a copy thereof, certified, if
appropriate, by the relevant recording office, but in no event shall any such
delivery be made later than 270 days following the Closing Date; provided that
in the event that by such date the Seller is unable to deliver or cause to be
delivered each such Mortgage and each interim assignment by reason of the fact
that any such documents have not been returned by the appropriate recording
office, or, in the case of each interim assignment, because the related Mortgage
has not been returned by the appropriate recording office, the Seller shall
deliver or cause to be delivered such documents to the Trustee as promptly as
possible upon receipt thereof. If the public recording office in which a
Mortgage or interim assignment thereof is recorded retains the original of such
Mortgage or assignment, a copy of the original Mortgage or assignment so
retained, with evidence of recording thereon, certified to be true and complete
by such recording office, shall satisfy the Seller's obligations in Section
2.01. If any document submitted for recording pursuant to this Agreement is (x)
lost prior to recording or rejected by the applicable recording office, the
Seller shall immediately prepare or cause to be prepared a substitute and submit
it for recording, and shall deliver copies and originals thereof in accordance
with the foregoing or (y) lost after recording, the Seller shall deliver to the
Trustee a copy of such document certified by the applicable public recording
office to be a true and complete copy of the original recorded document. The
Seller shall promptly forward or cause to be forwarded to the Trustee (x) from
time to time additional original documents evidencing an assumption or
modification of a Mortgage Loan and (y) any other documents required to be
delivered by the Depositor or the Master Servicer to the Trustee within the time
periods specified in this Section 2.01.




                                       51
<PAGE>


                  With respect to each Mortgage Loan other than a MERS Mortgage
Loan as to which the related Mortgaged Property and Mortgage File are located in
(a) the State of California or (b) any other jurisdiction under the laws of
which the recordation of the assignment specified in clause (iii) above is not
necessary to protect the Trustee's and the Certificateholders, interest in the
related Mortgage Loan, as evidenced by an Opinion of Counsel, delivered by the
Seller to the Trustee and a copy to the Rating Agencies, in lieu of recording
the assignment specified in clause (iii) above, the Seller may deliver an
unrecorded assignment in blank, in form otherwise suitable for recording to the
Trustee; provided that if the related Mortgage has not been returned from the
applicable public recording office, such assignment, or any copy thereof, of the
Mortgage may exclude the information to be provided by the recording office. As
to any Mortgage Loan other than a MERS Mortgage Loan, the procedures of the
preceding sentence shall be applicable only so long as the related Mortgage File
is maintained in the possession of the Trustee in the State or jurisdiction
described in such sentence. In the event that with respect to Mortgage Loans
other than MERS Mortgage Loans (i) the Seller, the Depositor or the Master
Servicer gives written notice to the Trustee that recording is required to
protect the right, title and interest of the Trustee on behalf of the
Certificateholders in and to any Mortgage Loan, (ii) a court recharacterizes the
sale of the Mortgage Loans as a financing, or (iii) as a result of any change in
or amendment to the laws of the State or jurisdiction described in the first
sentence of this paragraph or any applicable political subdivision thereof, or
any change in official position regarding application or interpretation of such
laws, including a holding by a court of competent jurisdiction, such recording
is so required, the Trustee shall complete the assignment in the manner
specified in clause (iii) of the second paragraph of this Section 2.01 and the
Seller shall submit or cause to be submitted for recording as specified above
or, should the Seller fail to perform such obligations, the Trustee shall cause
the Master Servicer, at the Master Servicer's expense, to cause each such
previously unrecorded assignment to be submitted for recording as specified
above. In the event a Mortgage File is released to the Master Servicer as a
result of the Master Servicer's having completed a Request for Release in the
form of Exhibit M, the Trustee shall complete the assignment of the related
Mortgage in the manner specified in clause (iii) of the second paragraph of this
Section 2.01.

                  In the event that the Seller fails to record an assignment of
a Mortgage Loan as herein provided within 90 days of notice of an event set
forth in clause (i), (ii) or (iii) of the above paragraph, the Master Servicer
shall prepare and, if required hereunder, file such assignments for recordation
in the appropriate real property or other records office. The Seller hereby
appoints the Master Servicer (and any successor servicer hereunder) as its
attorney-in-fact with full power and authority acting in its stead for the
purpose of such preparation, execution and filing.

                  In the case of Mortgage Loans that become the subject of a
Principal Prepayment between the Closing Date and the Cut-off Date, the Seller
shall deposit or cause to be deposited in the Certificate Account the amount
required to be deposited therein with respect to such payment pursuant to
Section 3.05 hereof.



                                       52
<PAGE>


                  Notwithstanding anything to the contrary in this Agreement,
within thirty days after the Closing Date, the Seller shall either (i) deliver
to the Trustee the Mortgage File as required pursuant to this Section 2.01 for
each Delay Delivery Mortgage Loan or (ii) (A) repurchase the Delay Delivery
Mortgage Loan or (B) substitute the Delay Delivery Mortgage Loan for a
Replacement Mortgage Loan, which repurchase or substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, provided that if the Seller fails to deliver a Mortgage File for any Delay
Delivery Mortgage Loan within the period provided in the prior sentence, the
cure period provided for in Section 2.02 or in Section 2.03 shall not apply to
the initial delivery of the Mortgage File for such Delay Delivery Mortgage Loan,
but rather the Seller shall have five (5) Business Days to cure such failure to
deliver; and provided further, that the Seller shall use its best efforts to
substitute rather than repurchase. The Seller shall promptly provide each Rating
Agency with written notice of any cure, repurchase or substitution made pursuant
to the proviso of the preceding sentence. On or before the thirtieth (30th) day
(or if such thirtieth day is not a Business Day, the succeeding Business Day)
after the Closing Date (in the case of the Mortgage Loans), the Trustee shall,
in accordance with the provisions of Section 2.02, send a Delay Delivery
Certification substantially in the form annexed hereto as Exhibit G-3 (with any
applicable exceptions noted thereon) for all Delay Delivery Mortgage Loan
delivered within thirty (30) days after such date. The Trustee will promptly
send a copy of such Delay Delivery Certification to each Rating Agency.

                  Section 2.02. ACCEPTANCE OF THE MORTGAGE LOANS.

                  (a) The Trustee acknowledges receipt, subject to the
limitations contained in and any exceptions noted in the Initial Certification
in the form annexed hereto as Exhibit G-1 and in the list of exceptions attached
thereto, of the documents referred to in clauses (i) and (iii) of Section
2.01(g) above with respect to the Mortgage Loans and all other assets included
in the Trust Fund and declares that it holds and will hold such documents and
the other documents delivered to it constituting the Mortgage Files, and that it
holds or will hold such other assets included in the Trust Fund, in trust for
the exclusive use and benefit of all present and future Certificateholders.

                  The Trustee agrees to execute and deliver on the Closing Date
to the Depositor, the Master Servicer and the Seller an Initial Certification
substantially in the form annexed hereto as Exhibit G-1 to the effect 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), the documents described in
Section 2.01(g)(i) and, in the case of each Mortgage Loan that is not a MERS
Mortgage Loan, the documents described in Section 2.01(g)(iii), with respect to
such Mortgage Loan are in the Trustee's possession, and 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 Trustee agrees to
execute and deliver within 30 days after the Closing Date to the Depositor, the
Master Servicer and the Seller an Interim Certification substantially in the
form annexed hereto as Exhibit G-2 to the effect 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



                                       53
<PAGE>


certification as not covered by such certification), all documents required to
be delivered to the Trustee pursuant to this Agreement with respect to such
Mortgage Loan are in its possession (except those described in Section
2.01(g)(vi)) and based on its review and examination and only as to the
foregoing documents, (i) such documents appear regular on their face and relate
to such Mortgage Loan, and (ii) the information set forth in items (i), (iv),
(v), (vi), (viii), (xi) and (xiv) of the definition of the "Mortgage Loan
Schedule" accurately reflects information set forth in the Mortgage File. On or
before the thirtieth (30th) day after the Closing Date (or if such thirtieth day
is not a Business Day, the succeeding Business Day), the Trustee shall deliver
to the Depositor, the Master Servicer and the Seller a Delay Delivery
Certification with respect to the Mortgage Loans substantially in the form
annexed hereto as Exhibit G-3, with any applicable exceptions noted thereon. The
Trustee shall be under no duty or obligation to inspect, review or examine such
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 180 days after the Closing Date, the Trustee
shall deliver to the Depositor, the Master Servicer and the Seller (and to any
Certificateholder that so requests) a Final Certification with respect to the
Mortgage Loans substantially in the form annexed hereto as Exhibit H, with any
applicable exceptions noted thereon.

                  In connection with the Trustee's completion and delivery of
such Final Certification, the Trustee shall review each Mortgage File with
respect to the Mortgage Loans to determine that such Mortgage File contains the
documents listed in Section 2.01(g). If, in the course of such review, the
Trustee finds any document or documents constituting a part of such Mortgage
File that do not meet the requirements of clauses (i)-(iv) and (vi) of Section
2.01(g), the Trustee shall include such exceptions in such Final Certification
(and the Trustee shall state in such Final Certification whether any Mortgage
File does not then include the original or duplicate original lender's title
policy or a printout of the electronic equivalent and all riders thereto). If
the public recording office in which a Mortgage or assignment thereof is
recorded retains the original of such Mortgage or assignment, a copy of the
original Mortgage or assignment so retained, with evidence of recording thereon,
certified to be true and complete by such recording office, shall be deemed to
satisfy the requirements of clause (ii), (iii) or (iv) of Section 2.01(g), as
applicable. The Seller shall promptly correct or cure such defect referred to
above 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) if the time to cure such defect expires prior to the end of the
second anniversary of the Closing Date, substitute for the related Mortgage Loan
a Replacement Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth in Section 2.03, or (B) purchase
such Mortgage Loan from the Trust Fund within 90 days from the date the Seller
was notified of such defect in writing at the Purchase Price of such Mortgage
Loan; provided that any such substitution pursuant to (A) above or repurchase
pursuant to (B) above shall not be effected prior to the delivery to the Trustee
of the Opinion of Counsel required by Section 2.05 hereof and any



                                       54
<PAGE>


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 N. No substitution will be made in any calendar month after the
Determination Date for such month. The Purchase Price for any such Mortgage Loan
shall be deposited by the Seller in the Certificate Account and, upon receipt of
such deposit and certification with respect thereto in the form of Exhibit N
hereto, the Trustee shall release the related Mortgage File to the Seller and
shall execute and deliver at the Seller's request such instruments of transfer
or assignment as the Seller has prepared, in each case without recourse, as
shall be necessary to vest in the Seller, or a designee, the Trust Fund's
interest in any Mortgage Loan released pursuant hereto. If pursuant to the
foregoing provisions the Seller repurchases an Mortgage Loan that is a MERS
Mortgage Loan, the Master Servicer 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.

                  The Trustee shall retain possession and custody of each
Mortgage File in accordance with and subject to the terms and conditions set
forth herein. The Seller shall promptly deliver to the Trustee, upon the
execution or receipt thereof, the originals of such other documents or
instruments constituting the Mortgage File that come into the possession of the
Seller from time to time.

                  It is understood and agreed that the obligation of the Seller
to substitute for or to purchase any Mortgage Loan that does not meet the
requirements of Section 2.02(a)(A) or (B) above shall constitute the sole remedy
respecting such defect available to the Trustee, the Depositor and any
Certificateholder against the Seller.

                  (b) [reserved]

                  Section 2.03. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
                                MASTER SERVICER AND THE SELLER.

                  (a) The Master Servicer hereby represents and warrants to the
Depositor, the Seller and the Trustee as follows, as of the date hereof with
respect to the Mortgage Loans:

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


                                       55
<PAGE>


               (ii) The Master Servicer has the full partnership power and
         authority to sell and service each Mortgage Loan, and to execute,
         deliver and perform, and to enter into and consummate the transactions
         contemplated by this Agreement and has duly authorized by all necessary
         corporate action on the part of the Master Servicer the execution,
         delivery and performance of this Agreement; and this Agreement,
         assuming the due authorization, execution and delivery hereof by the
         other parties hereto, constitutes a legal, valid and binding obligation
         of the Master Servicer, enforceable against the Master Servicer in
         accordance with its terms, except that (a) the enforceability hereof
         may be limited by bankruptcy, insolvency, moratorium, receivership and
         other similar laws relating to creditors' rights generally and (b) the
         remedy of specific performance and injunctive and other forms of
         equitable relief may be subject to equitable defenses and to the
         discretion of the court before which any proceeding therefor may be
         brought.

               (iii) The execution and delivery of this Agreement by the Master
         Servicer, the servicing of the Mortgage Loans by the Master Servicer
         under this Agreement, the consummation of any other of the transactions
         contemplated by this Agreement, and the fulfillment of or compliance
         with the terms hereof are in the ordinary course of business of the
         Master Servicer and will not (A) result in a material breach of any
         term or provision of the certificate of limited partnership,
         partnership agreement or other organizational document of the Master
         Servicer or (B) materially conflict with, result in a material breach,
         violation or acceleration of, or result in a material default under,
         the terms of any other material agreement or instrument to which the
         Master Servicer is a party or by which it may be bound, or (C)
         constitute a material violation of any statute, order or regulation
         applicable to the Master Servicer of any court, regulatory body,
         administrative agency or governmental body having jurisdiction over the
         Master Servicer; and the Master Servicer is not in breach or violation
         of any material indenture or other material agreement or instrument, or
         in violation of any statute, order or regulation of any court,
         regulatory body, administrative agency or governmental body having
         jurisdiction over it which breach or violation may materially impair
         the Master Servicer's ability to perform or meet any of its obligations
         under this Agreement.

               (iv) The Master Servicer is an approved servicer of conventional
         mortgage loans for Fannie Mae or Freddie Mac and is a mortgagee
         approved by the Secretary of Housing and Urban Development pursuant to
         sections 203 and 211 of the National Housing Act.

               (v) No litigation is pending or, to the best of the Master
         Servicer's knowledge, threatened, against the Master Servicer that
         would materially and adversely affect the execution, delivery or
         enforceability of this Agreement or the ability of the Master Servicer
         to service the Mortgage Loans or to perform any of its other
         obligations under this Agreement in accordance with the terms hereof.

               (vi) No consent, approval, authorization or order of any court or
         governmental agency or body is required for the execution, delivery and
         performance by the Master Servicer of, or compliance by the Master
         Servicer with, this Agreement or the



                                       56
<PAGE>


         consummation of the transactions contemplated hereby, or if any such
         consent, approval, authorization or order is required, the Master
         Servicer has obtained the same.

               (vii) The Master Servicer is a member of MERS in good standing,
         and will comply in all material respects with the rules and procedures
         of MERS in connection with the servicing of the Mortgage Loans for as
         long as such Mortgage Loans are registered with MERS.

                  (b) The Seller hereby represents and warrants to the
Depositor, the Master Servicer and the Trustee as follows, as of the Cut-off
Date (unless otherwise indicated or the context otherwise requires, percentages
with respect to the Mortgage Loans are measured by the Cut-off Date Principal
Balance of the Mortgage Loans):

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

               (ii) The Seller has the full corporate power and authority to
         sell each Mortgage Loan, and to execute, deliver and perform, and to
         enter into and consummate the transactions contemplated by this
         Agreement and has duly authorized by all necessary corporate action on
         the part of the Seller the execution, delivery and performance of this
         Agreement; and this Agreement , assuming the due authorization,
         execution and delivery hereof by the other parties hereto, constitutes
         a legal, valid and binding obligation of the Seller, enforceable
         against the Seller in accordance with its terms, except that (a) the
         enforceability hereof may be limited by bankruptcy, insolvency,
         moratorium, receivership and other similar laws relating to creditors'
         rights generally and (b) the remedy of specific performance and
         injunctive and other forms of equitable relief may be subject to
         equitable defenses and to the discretion of the court before which any
         proceeding therefor may be brought.

               (iii) The execution and delivery of this Agreement by the Seller,
         the sale of the Mortgage Loans by the Seller under this Agreement, the
         consummation of any other of the transactions contemplated by this
         Agreement, and the fulfillment of or compliance with the terms hereof
         and thereof are in the ordinary course of business of the Seller and
         will not (A) result in a material breach of any term or provision of
         the charter or by-laws of the Seller or (B) materially conflict with,
         result in a material breach, violation or acceleration of, or result in
         a material default under, the terms of any other material agreement or
         instrument to which the Seller is a party or by which it may be bound,
         or



                                       57
<PAGE>


         (C) constitute a material violation of any statute, order or regulation
         applicable to the Seller of any court, regulatory body, administrative
         agency or governmental body having jurisdiction over the Seller; and
         the Seller is not in breach or violation of any material indenture or
         other material agreement or instrument, or in violation of any statute,
         order or regulation of any court, regulatory body, administrative
         agency or governmental body having jurisdiction over it which breach or
         violation may materially impair the Seller's ability to perform or meet
         any of its obligations under this Agreement.

               (iv) The Seller is an approved seller of conventional mortgage
         loans for Fannie Mae or Freddie Mac and is a mortgagee approved by the
         Secretary of Housing and Urban Development pursuant to sections 203 and
         211 of the National Housing Act.

               (v) No litigation is pending or, to the best of the Seller's
         knowledge, threatened, against the Seller that would materially and
         adversely affect the execution, delivery or enforceability of this
         Agreement or the ability of the Seller to sell the Mortgage Loans or to
         perform any of its other obligations under this Agreement in accordance
         with the terms hereof.

               (vi) No consent, approval, authorization or order of any court or
         governmental agency or body is required for the execution, delivery and
         performance by the Seller of, or compliance by the Seller with, this
         Agreement or the consummation of the transactions contemplated hereby,
         or if any such consent, approval, authorization or order is required,
         the Seller has obtained the same.

               (vii) The information set forth on Exhibit F-1 hereto with
         respect to each Mortgage Loan is true and correct in all material
         respects as of the Closing Date.

               (viii) The Seller will treat the transfer of the Mortgage Loans
         to the Depositor as a sale of the Mortgage Loans for all tax,
         accounting and regulatory purposes.

               (ix) None of the Mortgage Loans are more than 60 days delinquent
         in payment of principal and interest.

               (x) No Mortgage Loan secured by a second lien on the related
         Mortgaged Property had a Combined Loan-to-Value Ratio at origination in
         excess of 100%.

               (xi) Each Mortgage Loan is secured by a valid and enforceable
         first or second lien on the related Mortgaged Property, subject only to
         (1) the lien of non-delinquent current real property taxes and
         assessments, (2) covenants, conditions and restrictions, rights of way,
         easements and other matters of public record as of the date of
         recording of such Mortgage, such exceptions appearing of record being
         acceptable to mortgage lending institutions generally or specifically
         reflected in the appraisal made in connection with the origination of
         the related Mortgage Loan, and (3) other matters to which like



                                       58
<PAGE>


         properties are commonly subject that do not materially interfere with
         the benefits of the security intended to be provided by such Mortgage.

               (xii) Immediately prior to the assignment of each Mortgage Loan
         to the Depositor, the Seller had good title to, and was the sole owner
         of, such Mortgage Loan free and clear of any pledge, lien, encumbrance
         or security interest and had full right and authority, subject to no
         interest or participation of, or agreement with, any other party, to
         sell and assign the same pursuant to this Agreement.

               (xiii) There is no delinquent tax or assessment lien against any
         Mortgaged Property.

               (xiv) There is no valid offset, claim, defense or counterclaim to
         any Mortgage Note or Mortgage, including the obligation of the
         Mortgagor to pay the unpaid principal of or interest on such Mortgage
         Note.

               (xv) There are no mechanics' liens or claims for work, labor or
         material affecting any Mortgaged Property that are or may be a lien
         prior to, or equal with, the lien of such Mortgage, except those that
         are insured against by the title insurance policy referred to in item
         (xviii) below.

               (xvi) As of the Closing Date, to the best of Seller's knowledge,
         each Mortgaged Property is free of material damage and is in good
         repair.

               (xvii) As of the Closing Date neither the Seller nor any prior
         holder of any Mortgage has modified the Mortgage in any material
         respect (except that a Mortgage Loan may have been modified by a
         written instrument that has been recorded or submitted for recordation,
         if necessary, to protect the interests of the Certificateholders and
         the original or a copy of which has been delivered to the Trustee);
         satisfied, cancelled or subordinated such Mortgage in whole or in part;
         released the related Mortgaged Property in whole or in part from the
         lien of such Mortgage; or executed any instrument of release,
         cancellation, modification (except as expressly permitted above) or
         satisfaction with respect thereto.

               (xviii) A lender's policy of title insurance together with a
         condominium endorsement and extended coverage endorsement, if
         applicable, in an amount at least equal to the Cut-off Date Stated
         Principal Balance of each such Mortgage Loan or a commitment (binder)
         to issue the same was effective on the date of the origination of each
         Mortgage Loan, each such policy is valid and remains in full force and
         effect, and each such policy was issued by a title insurer qualified to
         do business in the jurisdiction where the Mortgaged Property is located
         and acceptable to Fannie Mae or Freddie Mac and is in a form acceptable
         to Fannie Mae or Freddie Mac, which policy insures the Seller and
         successor owners of indebtedness secured by the insured Mortgage, as to
         the first priority lien, of the Mortgage subject to the exceptions set
         forth in paragraph (iv) above; to the best of the Seller's knowledge,
         no claims have been made under such mortgage title insurance



                                       59
<PAGE>


         policy and no prior holder of the related Mortgage, including the
         Seller, has done, by act or omission, anything that would impair the
         coverage of such mortgage title insurance policy.

               (xix) No Mortgage Loan was the subject of a Principal Prepayment
         in full between the Closing Date and the Cut-off Date.

               (xx) To the best of the Seller's knowledge, all of the
         improvements that were included for the purpose of determining the
         Appraised Value of the Mortgaged Property lie wholly within the
         boundaries and building restriction lines of such property, and no
         improvements on adjoining properties encroach upon the Mortgaged
         Property.

               (xxi) To the best of the Seller's knowledge, no improvement
         located on or being part of the Mortgaged Property is in violation of
         any applicable zoning law or regulation. To the best of the Seller's
         knowledge, all inspections, licenses and certificates required to be
         made or issued with respect to all occupied portions of the Mortgaged
         Property and, with respect to the use and occupancy of the same,
         including but not limited to certificates of occupancy and fire
         underwriting certificates, have been made or obtained from the
         appropriate authorities, unless the lack thereof would not have a
         material adverse effect on the value of such Mortgaged Property, and
         the Mortgaged Property is lawfully occupied under applicable law.

               (xxii) The Mortgage Note and the related Mortgage are genuine,
         and each is the legal, valid and binding obligation of the maker
         thereof, enforceable in accordance with its terms and under applicable
         law, except that (a) the enforceability thereof may be limited by
         bankruptcy, insolvency, moratorium, receivership and other similar laws
         relating to creditors' rights generally and (b) the remedy of specific
         performance and injunctive and other forms of equitable relief may be
         subject to equitable defenses and to the discretion of the court before
         which any proceeding therefor may be brought. To the best of the
         Seller's knowledge, all parties to the Mortgage Note and the Mortgage
         had legal capacity to execute the Mortgage Note and the Mortgage and
         each Mortgage Note and Mortgage have been duly and properly executed by
         such parties.

               (xxiii) The proceeds of the Mortgage Loan have been fully
         disbursed, there is no requirement for future advances thereunder, and
         any and all requirements as to completion of any on-site or off-site
         improvements and as to disbursements of any escrow funds therefor have
         been complied with. All costs, fees and expenses incurred in making, or
         closing or recording the Mortgage Loans were paid.

               (xxiv) The related Mortgage contains customary and enforceable
         provisions that render the rights and remedies of the holder thereof
         adequate for the realization against the Mortgaged Property of the
         benefits of the security, including, (i) in the case of a Mortgage
         designated as a deed of trust, by trustee's sale, and (ii) otherwise by
         judicial foreclosure.


                                       60
<PAGE>


               (xxv) With respect to each Mortgage constituting a deed of trust,
         a trustee, duly qualified under applicable law to serve as such, has
         been properly designated and currently so serves and is named in such
         Mortgage, and no fees or expenses are or will become payable by the
         Certificateholders to the trustee under the deed of trust, except in
         connection with a trustee's sale after default by the Mortgagor.

               (xxvi) Each Mortgage Note and each Mortgage is in substantially
         one of the forms attached hereto as Exhibit P acceptable in form to
         Fannie Mae or Freddie Mac.

               (xxvii) There exist no deficiencies with respect to escrow
         deposits and payments, if such are required, for which customary
         arrangements for repayment thereof have not been made, and no escrow
         deposits or payments of other charges or payments due the Seller have
         been capitalized under the Mortgage or the related Mortgage Note.

               (xxviii) The origination, underwriting, servicing and collection
         practices used by the Seller with respect to each Mortgage Loan have
         been in all respects legal, proper, prudent and customary in the
         mortgage lending and servicing business.

               (xxix) There is no pledged account or other security other than
         real estate securing the Mortgagor's obligations.

               (xxx) No Mortgage Loan has a shared appreciation feature, or
         other contingent interest feature.

               (xxxi) Each Mortgage Loan contains a customary "due on sale"
         clause.

               (xxxii) No more than approximately 5.34% of the Mortgage Loans
         are secured by two- to four-family dwellings. No more than
         approximately 9.67% of the Mortgage Loans are secured by condominium
         units. No more than approximately 0.06% of the Mortgage Loans are
         secured by high rise condominium units. No less than approximately
         45.94% of the Mortgage Loans are secured by single family detached
         dwellings. No more than approximately 0.01% of the Mortgage Loans are
         secured by manufactured housing. No more than approximately 14.23% of
         the Mortgage Loans are secured by PUDs.

               (xxxiii) No Mortgage Loan had a principal balance in excess of
         $320,000 at origination.

               (xxxiv) To the extent required under applicable law, each
         originator and subsequent mortgagee or servicer of the Mortgage Loan
         complied with all licensing requirements and was authorized to transact
         and do business in the jurisdiction in which the related Mortgaged
         Property is located at all times when it held or serviced the Mortgage
         Loan. Any and all requirements of any federal, state or local laws or
         regulations, including, without limitation, usury, truth-in-lending,
         real estate settlement procedures, consumer



                                       61
<PAGE>


         credit protection, anti-predatory lending, fair credit reporting,
         unfair collection practice, equal credit opportunity, fair housing and
         disclosure laws and regulations, applicable to the solicitation,
         origination, collection and servicing of such Mortgage Loan have been
         complied with in all material respects; and any obligations of the
         holder of the Mortgage Note, Mortgage and other loan documents have
         been complied with in all material respects; servicing of each Mortgage
         Loan has been in accordance with prudent mortgage servicing standards,
         any applicable laws, rules and regulations and in accordance with the
         terms of the Mortgage Notes, Mortgage and other loan documents, whether
         such origination and servicing was done by Seller, its affiliates, or
         any third party which originated the Mortgage Loan on behalf of, or
         sold the Mortgage Loan to, any of them, or any servicing agent of any
         of the foregoing;

               (xxxv) Each Mortgage Loan was originated on or after May 25,
         1999;

               (xxxvi) [reserved].

               (xxxvii) Approximately 50.07% of the Mortgage Loans provide for a
         prepayment penalty.

               (xxxviii)On the basis of representations made by the Mortgagors
         in their loan applications, no less than approximately 97.17% of the
         owner-occupied Mortgage Loans are secured by owner-occupied Mortgaged
         Properties that are primary residences and no more than approximately
         0.33% of the owner-occupied Mortgage Loans are secured by
         owner-occupied Mortgaged Properties that are secondary residences.

               (xxxix) At the Cut-off Date, the improvements upon each Mortgaged
         Property are covered by a valid and existing hazard insurance policy
         with a generally acceptable carrier that provides for fire and extended
         coverage and coverage for such other hazards as are customary in the
         area where the Mortgaged Property is located in an amount that is at
         least equal to the lesser of (i) the maximum insurable value of the
         improvements securing such Mortgage Loan or (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 a co-insurer. If the
         Mortgaged Property is a condominium unit, it is included under the
         coverage afforded by a blanket policy for the condominium unit. All
         such individual insurance policies and all flood policies referred to
         in item (xl) below contain a standard mortgagee clause naming the
         Seller or the original mortgagee, and its successors in interest, as
         mortgagee, and the Seller has received no notice that any premiums due
         and payable thereon have not been paid; the Mortgage obligates the
         Mortgagor thereunder to maintain all such insurance, including flood
         insurance, at the Mortgagor's cost and expense, and upon the
         Mortgagor's failure to do so, authorizes the holder of the Mortgage to
         obtain and maintain such insurance at the Mortgagor's cost and expense
         and to seek reimbursement therefor from the Mortgagor.



                                       62
<PAGE>


               (xl) If the Mortgaged Property is in an area identified in the
         Federal Register by the Federal Emergency Management Agency as having
         special flood hazards, a flood insurance policy in a form meeting the
         requirements of the current guidelines of the Flood Insurance
         Administration is in effect with respect to such Mortgaged Property
         with a generally acceptable carrier in an amount representing coverage
         not less than the least of (A) the original outstanding principal
         balance of the Mortgage Loan, (B) the minimum amount required to
         compensate for damage or loss on a replacement cost basis, or (C) the
         maximum amount of insurance that is available under the Flood Disaster
         Protection Act of 1973, as amended.

               (xli) To the best of the Seller's knowledge, there is no
         proceeding occurring, pending or threatened for the total or partial
         condemnation of the Mortgaged Property.

               (xlii) There is no material monetary default existing under any
         Mortgage or the related Mortgage Note and, to the best of the Seller's
         knowledge, there is no material event that, with the passage of time or
         with notice and the expiration of any grace or cure period, would
         constitute a default, breach, violation or event of acceleration under
         the Mortgage or the related Mortgage Note; and the Seller has not
         waived any default, breach, violation or event of acceleration.

               (xliii) Each Mortgaged Property is improved by a one- to
         four-family residential dwelling, including condominium units and
         dwelling units in PUDs. To the best of the Seller's knowledge, no
         Mortgaged Property includes a cooperative or a mobile home or
         constitutes other than real property under state law.

               (xliv) Each Mortgage Loan is being serviced by the Master
         Servicer, or, if a Mortgage Loan is being serviced by the originator of
         such Mortgage Loan, the Master Servicer and the originator have agreed
         to transfer the servicing of such Mortgage Loan on or prior to January
         1, 2004.

               (xlv) Any future advances made prior to the Cut-off Date have
         been consolidated with the outstanding principal amount secured by the
         Mortgage, and the secured principal amount, as consolidated, bears a
         single interest rate and single repayment term reflected on the
         Mortgage Loan Schedule. The consolidated principal amount does not
         exceed the original principal amount of the Mortgage Loan. The Mortgage
         Note does not permit or obligate the Master Servicer to make future
         advances to the Mortgagor at the option of the Mortgagor.

               (xlvi) All taxes, governmental assessments, insurance premiums,
         water, sewer and municipal charges, leasehold payments or ground rents
         that previously became due and owing have been paid, or an escrow of
         funds has been established in an amount sufficient to pay for every
         such item that remains unpaid and that has been assessed, but is not
         yet due and payable. Except for (A) payments in the nature of escrow
         payments, and (B) interest accruing from the date of the Mortgage Note
         or date of disbursement of the




                                       63
<PAGE>


         Mortgage proceeds, whichever is later, to the day that precedes by one
         month the Due Date of the first installment of principal and interest,
         including without limitation, taxes and insurance payments, the Master
         Servicer has not advanced funds, or induced, solicited or knowingly
         received any advance of funds by a party other than the Mortgagor,
         directly or indirectly, for the payment of any amount required by the
         Mortgage.

               (xlvii) The Mortgage Loans were underwritten in all material
         respects in accordance with customary and prudent underwriting
         guidelines generally used by originators of second lien prime and
         credit blemished quality mortgage loans.

               (xlviii) Prior to the approval of the Mortgage Loan application,
         an appraisal of the related Mortgaged Property was obtained from a
         qualified appraiser, duly appointed by the originator, who had no
         interest, direct or indirect, in the Mortgaged Property or in any loan
         made on the security thereof, and whose compensation is not affected by
         the approval or disapproval of the Mortgage Loan; such appraisal is in
         a form acceptable to Fannie Mae and Freddie Mac.

               (xlix) None of the Mortgage Loans is a graduated payment mortgage
         loan or a growing equity mortgage loan, and no Mortgage Loan is subject
         to a buydown or similar arrangement.

               (l) The Mortgage Rates borne by the Mortgage Loans as of the
         Cut-off Date ranged from 4.995% per annum to 14.990% per annum and the
         weighted average Mortgage Rate as of the Cut-off Date was 9.594% per
         annum.

               (li) The Mortgage Loans were selected from among the outstanding
         one- to four-family mortgage loans in the Seller's portfolio at the
         Closing Date, as to which the representations and warranties made as to
         the Mortgage Loans set forth in this Section 2.03(b) can be made. No
         selection was made in a manner that would adversely affect the
         interests of Certificateholders. (lii) [reserved].

               (liii) Each Mortgage Loan has a payment date on or before the Due
         Date in the month of the first Distribution Date.

               (liv) The Mortgage Loans, individually and in the aggregate,
         conform in all material respects to the descriptions thereof in the
         Prospectus Supplement.

               (lv) There is no obligation on the part of the Seller under the
         terms of the Mortgage or related Mortgage Note to make payments in
         addition to those made by the Mortgagor.


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<PAGE>


               (lvi) Any leasehold estate securing a Mortgage Loan has a term of
         not less than five years in excess of the term of the related Mortgage
         Loan.

               (lvii) Each Mortgage Loan represents a "qualified mortgage"
         within the meaning of Section 860(a)(3) of the Code (but without regard
         to the rule in Treasury Regulation ss. 1.860G-2(f)(2) that treats a
         defective obligation as a qualified mortgage, or any substantially
         similar successor provision) and applicable Treasury regulations
         promulgated thereunder.

               (lviii) No Mortgage Loan was either a "consumer credit contract"
         or a "purchase money loan" as such terms are defined in 16 C.F.R.
         Section 433 nor is any Mortgage Loan a "mortgage" as defined in 15
         U.S.C. ss. 1602(aa).

               (lix) The information set forth in the Prepayment Charge Schedule
         with respect to each Mortgage Loan is complete, true and correct in all
         material respects at the date or dates respecting which such
         information is furnished and each Prepayment Charge is permissible and
         enforceable in accordance with its terms under applicable law upon the
         Mortgagor's full and voluntary principal prepayment (except to the
         extent that: (1) the enforceability thereof may be limited by
         bankruptcy, insolvency, moratorium, receivership and other similar laws
         relating to creditors' rights generally; or (2) the collectibility
         thereof may be limited due to acceleration in connection with a
         foreclosure or other involuntary prepayment).

               (lx) No Mortgage Loan is a "high cost home loan" as defined in
         the Georgia Fair Lending Act, as amended. No Mortgage Loan with a
         principal balance at origination (or modification) equal to or less
         than the mortgage loan balance limit of Fannie Mae in effect at the
         time of origination (or modification) and secured by owner-occupied
         real property located in the State of Georgia was originated (or
         modified) on or after October 1, 2002 through and including March 6,
         2003.

               (lxi) No Mortgage Loan is a "high cost home loan" as defined in
         New York Banking Law 6-1.

                  (c) Upon discovery by any of the parties hereto of a breach of
a representation or warranty set forth in Section 2.03(a) or (b), that
materially and adversely affects the interests of the Certificateholders in any
Mortgage Loan, the party discovering such breach shall give prompt notice
thereof to the other parties. Each of the Master Servicer and the Seller (each,
a "Representing Party") hereby covenants with respect to a breach of the
representations and warranties set forth in Sections 2.03(a) and (b), that
within 90 days of the earlier of the discovery by such Representing Party or
receipt of written notice by such Representing Party from any party of a breach
of any representation or warranty set forth herein made that materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
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



                                       65
<PAGE>


"Deleted Mortgage Loan") from the Trust Fund and substitute in
its place a Replacement Mortgage Loan, in the manner and subject to the
conditions set forth in this Section; or (ii) repurchase the affected Mortgage
Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set
forth below; provided that any such substitution pursuant to (i) above or
repurchase pursuant to (ii) above shall not be effected prior to the delivery to
the Trustee of the Opinion of Counsel required by Section 2.05 hereof 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. Any Representing Party liable for a breach under this Section
2.03 shall promptly reimburse the Master Servicer and the Trustee for any
expenses reasonably incurred by the Master Servicer or the Trustee in respect of
enforcing the remedies for such breach. To enable the Master Servicer to amend
the Mortgage Loan Schedule, any Representing Party liable for a breach under
this Section 2.03 shall, unless it cures such breach in a timely fashion
pursuant to this Section 2.03, promptly notify the Master Servicer whether such
Representing Party intends either to repurchase, or to substitute for, the
Mortgage Loan affected by such breach. With respect to the representations and
warranties described in this Section that are made to the best of the
Representing Party's knowledge, if it is discovered by any of the Depositor, the
Master Servicer, 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, notwithstanding the
Representing Party'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 Replacement Mortgage Loan or Loans, the
Seller delivering such Replacement Mortgage Loan shall deliver to the Trustee
for the benefit of the Certificateholders the related Mortgage Note, Mortgage
and assignment of the Mortgage, and such other documents and agreements as are
required by Section 2.01, with the Mortgage Note endorsed and the Mortgage
assigned as required by Section 2.01. No substitution will be made in any
calendar month after the Determination Date for such month. Scheduled Payments
due with respect to Replacement Mortgage Loans in the Due Period related to the
Distribution Date on which such proceeds are to be distributed shall not be part
of the Trust Fund and will be retained by the Seller delivering such Replacement
Loan on such Distribution Date. For the month of substitution, distributions to
Certificateholders will include the Scheduled Payment due on any Deleted
Mortgage Loan for the related Due Period and thereafter the Seller shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer 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 Replacement Mortgage Loan or Loans and the Master
Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon
such substitution, the Replacement Mortgage Loan or Loans shall be subject to
the terms of this Agreement in all respects, and the Seller delivering such
Replacement Mortgage Loan shall be deemed to have made with respect to such
Replacement Mortgage Loan or Loans, as of the date of substitution, the
representations and warranties set forth in 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



                                       66
<PAGE>


with such substitution as described in the following paragraph, the Trustee
shall release to the Representing Party the Mortgage File relating to such
Deleted Mortgage Loan and held for the benefit of the Certificateholders and
shall execute and deliver at the Master Servicer's direction such instruments of
transfer or assignment as have been prepared by the Master Servicer, in each
case without recourse, as shall be necessary to vest in the Seller, or its
respective designee, title to 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
Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer will determine the amount (if any) by which the aggregate principal
balance of all such Replacement Mortgage Loans as of the date of substitution is
less than the Stated Principal Balance (after application of the principal
portion of the Scheduled Payment due (in the case of Actuarial Mortgage Loans)
in the month of substitution) of all such Deleted Mortgage Loans. An amount
equal to the aggregate of the deficiencies described in the preceding sentence
(such amount, the "Substitution Adjustment Amount") shall be forwarded by the
Seller to the Master Servicer and deposited by the Master Servicer into the
Certificate Account not later than the Determination Date for the Distribution
Date relating to the Prepayment Period during which the related Mortgage Loan
became required to be purchased or replaced hereunder.

                  In the event that a Seller shall have repurchased a Mortgage
Loan, the Purchase Price therefor shall be deposited in the Certificate Account
pursuant to Section 3.08 on the Determination Date for the Distribution Date in
the month following the month during which such Seller became obligated to
repurchase or replace such Mortgage Loan and upon such deposit of the Purchase
Price, the delivery of the Opinion of Counsel required by Section 2.05, if any,
and the receipt of a Request for Release in the form of Exhibit N hereto, the
Trustee shall release the related Mortgage File held for the benefit of the
Certificateholders to such Seller, and the Trustee shall execute and deliver at
such Person's direction the related instruments of transfer or assignment
prepared by such Seller, in each case without recourse, as shall be necessary to
transfer title from the Trustee for the benefit of the Certificateholders and
transfer the Trustee's interest to such Seller to any Mortgage Loan purchased
pursuant to this Section 2.03. It is understood and agreed that the obligation
under this Agreement of the Seller to cure, repurchase or replace any Mortgage
Loan as to which a breach has occurred and is continuing shall constitute the
sole remedy against the Seller respecting such breach available to
Certificateholders, the Depositor or the Trustee.

(d) The representations and warranties set forth in Section 2.03 hereof 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.

                  The Depositor hereby represents and warrants to the Seller,
the Master Servicer and the Trustee as follows, as of the date hereof:


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<PAGE>


               (i) The Depositor is duly organized and is validly existing as a
         corporation in good standing under the laws of the State of Delaware
         and has full power and authority (corporate and other) necessary to own
         or hold its properties and to conduct its business as now conducted by
         it and to enter into and perform its obligations under this Agreement.

               (ii) The Depositor has the full corporate power and authority to
         execute, deliver and perform, and to enter into and consummate the
         transactions contemplated by, this Agreement and has duly authorized,
         by all necessary corporate action on its part, the execution, delivery
         and performance of this Agreement; and this Agreement, assuming the due
         authorization, execution and delivery hereof by the other parties
         hereto, constitutes a legal, valid and binding obligation of the
         Depositor, enforceable against the Depositor in accordance with its
         terms, subject, as to enforceability, to (i) bankruptcy, insolvency,
         reorganization, moratorium and other similar laws affecting creditors'
         rights generally and (ii) general principles of equity, regardless of
         whether enforcement is sought in a proceeding in equity or at law.

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

               (iv) No litigation is pending, or, to the best of the Depositor's
         knowledge, threatened, against the Depositor that would materially and
         adversely affect the execution, delivery or enforceability of this
         Agreement or the ability of the Depositor to perform its obligations
         under this Agreement in accordance with the terms hereof and thereof.

               (v) No consent, approval, authorization or order of any court or
         governmental agency or body is required for the execution, delivery and
         performance by the Depositor of, or compliance by the Depositor with,
         this Agreement or the consummation of the transactions contemplated
         hereby, or if any such consent, approval, authorization or order is
         required, the Depositor has obtained the same.


                                       68
<PAGE>


                  The Depositor hereby represents and warrants to the Trustee
with respect to each Mortgage Loan as of the Closing Date, that following the
transfer of the Mortgage Loans to it by the Seller, the Depositor had good title
to the Mortgage Loans, and the related Mortgage Notes were subject to no
offsets, claims, defenses or counterclaims.

                  It is understood and agreed that the representations and
warranties set forth in the two immediately preceding paragraphs shall survive
delivery of the Mortgage Files to the Trustee. Upon discovery by the Depositor
or the Trustee of a breach of any of the foregoing representations and
warranties set forth in the immediately preceding paragraph (referred to herein
as a "breach"), which breach materially and adversely affects the interest of
the Certificateholders, the party discovering such breach shall give prompt
written notice to the others and to each Rating Agency. The Depositor hereby
covenants with respect to the representations and warranties made by it in this
Section 2.04 that within 90 days of the earlier of the discovery it or receipt
of written notice by it from any party of a breach of any representation or
warranty set forth herein made that materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, it shall cure such
breach in all material respects and, if such breach is not so cured, shall
repurchase or replace the affected Mortgage Loan or Loans in accordance with the
procedure set forth in Section 2.03(c).

                  Section 2.05. DELIVERY OF OPINION OF COUNSEL IN CONNECTION
                                WITH SUBSTITUTIONS AND REPURCHASES.

                  (a) Notwithstanding any contrary provision of this Agreement,
with respect to any Mortgage Loan that is not in default or as to which default
is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03
or 2.04 shall be made unless the Representing Party making such repurchase or
substitution delivers to the Trustee an Opinion of Counsel, addressed to the
Trustee, to the effect that such repurchase or substitution would not (i) result
in the imposition of the tax on "prohibited transactions" of the Trust Fund or
contributions after the Closing Date, as defined in sections 860F(a)(2) and
860G(d) of the Code, respectively or (ii) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding. Any
Mortgage Loan as to which repurchase or substitution was delayed pursuant to
this paragraph shall be repurchased or the substitution therefor shall occur
(subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a)
the occurrence of a default or imminent default with respect to such loan and
(b) receipt by the Trustee of an Opinion of Counsel to the effect that such
repurchase or substitution, as applicable, will not result in the events
described in clause (i) or clause (ii) of the preceding sentence.

                  (b) Upon discovery by the Depositor, the Seller, the Master
Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified
mortgage" within the meaning of section 860G(a)(3) of the Code, the party
discovering such fact shall promptly (and in any event within 5 Business Days of
discovery) give written notice thereof to the other parties. In connection
therewith, the Trustee shall require the Seller, at the Seller's option, to
either (i) substitute, if the conditions in Section 2.03(b) with respect to
substitutions are satisfied, a Replacement Mortgage Loan for the affected
Mortgage Loan, or (ii) repurchase the affected



                                       69
<PAGE>


Mortgage Loan within 90 days of such discovery in the same manner as it would a
Mortgage Loan for a breach of representation or warranty contained in Section
2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released
pursuant hereto in the same manner, and on the same terms and conditions, as it
would a Mortgage Loan repurchased for breach of a representation or warranty
contained in Section 2.03.

                  Section 2.06. AUTHENTICATION AND DELIVERY OF CERTIFICATES.

                  The Trustee acknowledges the transfer and assignment to it of
the Trust Fund and, concurrently with such transfer and assignment, has
executed, authenticated and delivered, to or upon the order of the Depositor,
the Certificates in authorized denominations evidencing 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. COVENANTS OF THE MASTER SERVICER.

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

                           (a) the Master Servicer shall comply in the
         performance of its obligations under this Agreement with all reasonable
         rules and requirements of the insurer under each Required Insurance
         Policy; and

                           (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 Master Servicer pursuant to this Agreement will contain
         any untrue statement of a material fact or omit to state a material
         fact necessary to make the information, certificate, statement or
         report not misleading.




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                                  ARTICLE III.

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

                  Section 3.01. MASTER SERVICER TO SERVICE MORTGAGE LOANS.

                  For and on behalf of the Certificateholders, the Master
Servicer shall service and administer the Mortgage Loans in accordance with
customary and usual standards of practice of prudent mortgage loan lenders in
the respective states in which the Mortgaged Properties are located. In
connection with such servicing and administration, the Master Servicer shall
have full power and authority, acting alone and/or through subservicers as
provided in Section 3.02 hereof, 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) subject to
Section 3.12(a), to effectuate foreclosure or other conversion of the ownership
of the Mortgaged Property securing any Mortgage Loan; provided that the Master
Servicer shall take no 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 and the Trustee under this Agreement.
The Master Servicer shall represent and protect the interest of the Trust Fund
in the same manner as it currently protects its own interest in mortgage loans
in its own portfolio in any claim, proceeding or litigation regarding a Mortgage
Loan and shall not make or permit any modification, waiver or amendment of any
term of any Mortgage Loan which would cause the Trust Fund to fail to qualify as
a REMIC or result in the imposition of any tax under Section 860(a) or 860(d) of
the Code, but in any case not in any manner that is a lesser standard than that
provided in the first sentence of this Section 3.01. Without limiting the
generality of the foregoing, the Master 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 Master 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 Master Servicer shall prepare and deliver to the
Depositor and/or the Trustee such documents requiring execution and delivery by
any or all of them as are necessary or appropriate to enable the Master Servicer
to service and administer the Mortgage Loans. Upon receipt of such documents,
the Depositor and/or the Trustee shall execute such documents and deliver them
to the Master Servicer. The Master Servicer further is authorized and empowered
by the Trustee, on behalf of the Certificateholders and the Trustee, in its own
name or in the name of the Subservicer, when the Master Servicer or the
Subservicer, as the case may be, believes it 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



                                       71
<PAGE>


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.

                  In accordance with the standards of the preceding paragraph,
the Master Servicer shall advance or cause to be advanced funds as necessary for
the purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties, which advances shall be reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 3.06, and further as
provided in Section 3.08. All costs incurred by the Master 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 Balance under the related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit.

                  The Master Servicer shall deliver a list of Servicing Officers
to the Trustee by the Closing Date.

                  In addition, the Master Servicer shall administer the Mortgage
Insurance Policies on behalf of itself, the Seller, the Depositor, and the
Trustee for the benefit of the Certificateholders, when it is necessary to make
claims and receive payments under the Mortgage Insurance Policies. In connection
with its activities as Master Servicer of the Mortgage Loans, the Master
Servicer agrees to present, on behalf of itself, the Trustee and the
Certificateholders, claims to the insurer under any primary insurance policies
and, in this regard, to take any reasonable action necessary to permit recovery
under any primary insurance policies respecting defaulted Mortgage Loans. Any
amounts collected by the Master Servicer under any primary insurance policies
shall be deposited in the Certificate Account.

                  Section 3.02. SUBSERVICING; ENFORCEMENT OF THE OBLIGATIONS OF
                                MASTER SERVICER.

                  (a) The Master Servicer may arrange for the subservicing of
any Mortgage Loan by a subservicer (each, a "Subservicer") pursuant to a
subservicing agreement (each, a "Subservicing Agreement"); provided that such
subservicing arrangement and the terms of the related subservicing agreement
must provide for the servicing of such Mortgage Loans in a manner consistent
with the servicing arrangements contemplated hereunder. Notwithstanding the
provisions of any subservicing agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer or
a subservicer or reference to actions taken through a Master Servicer or
otherwise, the Master Servicer shall remain obligated and liable to the
Depositor, the Trustee and the Certificateholders for the servicing and
administration of the Mortgage Loans in accordance with the provisions of this
Agreement without diminution of such obligation or liability by virtue of such
subservicing agreements or arrangements or by virtue of indemnification from the
subservicer and to the same extent and under the same terms and conditions as if
the Master Servicer alone were servicing and administering the Mortgage Loans.
Every subservicing agreement entered into by the Master Servicer shall contain a



                                       72
<PAGE>


provision giving the successor Master Servicer the option to terminate such
agreement in the event a successor Master Servicer is appointed. All actions of
each subservicer performed pursuant to the related subservicing agreement shall
be performed as an agent of the Master Servicer with the same force and effect
as if performed directly by the Master Servicer.

                  (b) For purposes of this Agreement, the Master Servicer shall
be deemed to have received any collections, recoveries or payments with respect
to the Mortgage Loans that are received by a subservicer regardless of whether
such payments are remitted by the subservicer to the Master Servicer.

                  Section 3.03. RIGHTS OF THE DEPOSITOR, THE SELLER AND THE
                                TRUSTEE IN RESPECT OF THE MASTER SERVICER.

                  None of the Trustee, the Seller or the Depositor shall have
any responsibility or liability for any action or failure to act by the Master
Servicer, and none of them is obligated to supervise the performance of the
Master Servicer hereunder or otherwise.

                  Section 3.04. TRUSTEE TO ACT AS MASTER SERVICER.

                  In the event that the Master Servicer shall for any reason no
longer be the Master Servicer hereunder (including by reason of an Event of
Default), the Trustee or its designee shall thereupon assume all of the rights
and obligations of the Master Servicer hereunder arising thereafter (except that
the Trustee shall not be (i) liable for losses of the Master Servicer pursuant
to Section 3.10 hereof or any acts or omissions of the predecessor Master
Servicer hereunder, (ii) obligated to make Advances if it is prohibited from
doing so by applicable law, (iii) obligated to effectuate repurchases or
substitutions of Mortgage Loans hereunder, including pursuant to Section 2.02 or
2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to
Section 2.03 or (v) deemed to have made any representations and warranties
hereunder, including pursuant to Section 2.03 or the first paragraph of Section
6.02 hereof). If the Master Servicer shall for any reason no longer be the
Master Servicer (including by reason of any Event of Default), the Trustee (or
any other successor servicer) may, at its option, succeed to any rights and
obligations of the Master Servicer under any subservicing agreement in
accordance with the terms thereof; provided that the Trustee (or any other
successor servicer) shall not incur any liability or have any obligations in its
capacity as servicer under a subservicing agreement arising prior to the date of
such succession unless it expressly elects to succeed to the rights and
obligations of the Master Servicer thereunder; and the Master Servicer shall not
thereby be relieved of any liability or obligations under the subservicing
agreement arising prior to the date of such succession.

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


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                  Section 3.05. COLLECTION OF MORTGAGE LOAN PAYMENTS;
                                CERTIFICATE ACCOUNT; DISTRIBUTION ACCOUNT;
                                SELLER SHORTFALL INTEREST REQUIREMENT.

                  (a) The Master Servicer shall make reasonable efforts in
accordance with customary and usual standards of practice of prudent mortgage
lenders in the respective states in which the Mortgaged Properties are located
to collect all payments called for under the terms and provisions of the
Mortgage Loans to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Required Insurance Policy.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any Prepayment Charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the due dates
for payments due on a Mortgage Note for a period not greater than 270 days. In
the event of any such arrangement, the Master Servicer shall make Advances on
the related Mortgage Loan during the scheduled period in accordance with the
amortization schedule of such Mortgage Loan without modification thereof by
reason of such arrangements. The Master Servicer shall not be required to
institute or join in litigation with respect to collection of any payment
(whether under a Mortgage, Mortgage Note 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.

                  (b) The Master Servicer shall establish and maintain a
Certificate Account into which the Master Servicer shall deposit or cause to be
deposited on a daily basis within two Business Days of receipt, except as
otherwise specifically provided herein, the following payments and collections
remitted by Subservicers or received by it in respect of Mortgage Loans
subsequent to the Cut-off Date (other than in respect of principal and interest
due on the Mortgage Loans before the Cut-off Date) and the following amounts
required to be deposited hereunder:

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

               (ii) all payments on account of interest on the Mortgage Loans
         net of the related Servicing Fee permitted under Section 3.15, other
         than interest accrued on the Mortgage Loans prior to the Cut-off Date,
         and the Certificate Account Deposit;

               (iii) all Insurance Proceeds and Liquidation Proceeds, other than
         proceeds to be applied to the restoration or repair of the Mortgaged
         Property or released to the Mortgagor in accordance with the Master
         Servicer's normal servicing procedures;

               (iv) all Compensating Interest;

               (v) any amount required to be deposited by the Master Servicer
         pursuant to Section 3.05(f) in connection with any losses on Permitted
         Investments;


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               (vi) any amounts required to be deposited by the Master Servicer
         pursuant to Section 3.10 hereof;

               (vii) the Purchase Price and any Substitution Adjustment Amount;

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

               (ix) the Seller Shortfall Interest Requirement;

               (x) all Prepayment Charges collected; and

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

                  The foregoing requirements for remittance by the Master
Servicer into the Certificate Account shall be exclusive, it being understood
and agreed that, without limiting the generality of the foregoing, payments in
the nature of prepayment penalties, late payment charges or assumption fees, if
collected, need not be remitted by the Master Servicer. In the event that the
Master Servicer shall remit any amount not required to be remitted and not
otherwise subject to withdrawal pursuant to Section 3.08 hereof, it may at any
time withdraw or direct the institution maintaining the Certificate Account, to
withdraw such amount from the Certificate Account, any provision herein to the
contrary notwithstanding. Such withdrawal or direction may be accomplished by
delivering written notice thereof to the institution maintaining the Certificate
Account, that describes the amounts deposited in error in the Certificate
Account. The Master Servicer shall maintain adequate records with respect to all
withdrawals made pursuant to this Section. All funds deposited in the
Certificate Account shall be held in trust for the Certificateholders until
withdrawn in accordance with Section 3.08.

                  (c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Distribution Account. The Trustee shall, promptly upon
receipt, deposit in the Distribution Account and retain therein the following:

               (i) the aggregate amount remitted by the Master Servicer pursuant
         to the second paragraph of Section 3.08(a); and

               (ii) any amount required to be deposited by the Master Servicer
         pursuant to Section 3.05(f) in connection with any losses on Permitted
         Investments.

                  The foregoing requirements for remittance by the Master
Servicer and deposit by the Trustee into the Distribution Account shall be
exclusive. In the event that the Master Servicer shall remit any amount not
required to be remitted and not otherwise subject to withdrawal pursuant to
Section 3.08 hereof, it may at any time direct the Trustee to withdraw such
amount from the Distribution Account, any provision herein to the contrary
notwithstanding. Such direction may be accomplished by delivering a written
notice to the Trustee that describes the amounts deposited in error in the
Distribution Account. All funds deposited in the Distribution Account shall be
held by the Trustee in trust for the



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<PAGE>


Certificateholders until disbursed in accordance with this Agreement or
withdrawn in accordance with Section 3.08. In no event shall the Trustee incur
liability for withdrawals from the Distribution Account at the direction of the
Master Servicer.

                  (d) No later than 1:00 p.m. Pacific time on the Business Day
prior to the Master Servicer Advance Date in December 2003, the Seller shall
remit to the Master Servicer, and the Master Servicer shall deposit in the
Certificate Account, the Seller Shortfall Interest Requirement (if any) for such
Master Servicer Advance Date.

                  (e) [reserved]

                  (f) Each institution that maintains the Certificate Account or
the Distribution Account shall invest the funds in each such account, as
directed by the Master Servicer, in Permitted Investments, which shall mature
not later than (x) in the case of the Certificate Account, the second Business
Day next preceding the related Distribution Account Deposit Date (except that if
such Permitted Investment is an obligation of the institution that maintains
such Certificate Account, then such Permitted Investment shall mature not later
than the Business Day next preceding such Distribution Account Deposit Date) and
(y) in the case of the Distribution Account, the Business Day immediately
preceding the first Distribution Date that follows the date of such investment
(except that if such Permitted Investment is an obligation of the institution
that maintains such Distribution Account, then such Permitted Investment shall
mature not later than such Distribution Date), in each case, shall not be sold
or disposed of prior to its maturity. All such Permitted Investments shall be
made in the name of the Trustee, for the benefit of the Certificateholders. In
the case of the Certificate Account and the Distribution Account, all income and
gain net of any losses realized from any such investment shall be for the
benefit of the Master Servicer as servicing compensation and shall be remitted
to it monthly as provided herein. The amount of any losses incurred in the
Certificate Account or the Distribution Account in respect of any such
investments shall be deposited by the Master Servicer in the Certificate Account
or paid to the Trustee for deposit into the Distribution Account out of the
Master Servicer's own funds immediately as realized. Any losses incurred in the
Carryover Reserve Fund in respect of any such investments shall be charged
against amounts on deposit in the Carryover Reserve Fund (or such investments)
immediately as realized. The Trustee shall not be liable for the amount of any
loss incurred in respect of any investment or lack of investment of funds held
in the Certificate Account, the Distribution Account or the Carryover Reserve
Fund and made in accordance with this Section 3.05 (or in the case of the
Carryover Reserve Fund, Section 4.08).

                  (g) The Master Servicer shall give at least 30 days advance
notice to the Trustee, the Seller, each Rating Agency and the Depositor of any
proposed change of location of the Certificate Account prior to any change
thereof. The Trustee shall give at least 30 days advance notice to the Master
Servicer, the Seller, each Rating Agency and the Depositor of any proposed
change of the location of the Distribution Account or the Carryover Reserve Fund
prior to any change thereof.


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<PAGE>


                  (h) The Trustee shall establish and maintain, on behalf of the
Class P Certificateholders, the Class P Distribution Account. Funds in the Class
P Distribution Account shall be held in trust for the Class P Certificateholders
for the uses and purposes set forth in this Agreement. Such funds may not be
invested.

                  Section 3.06. COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR
                                ITEMS; ESCROW ACCOUNTS.

                  To the extent required by the related Mortgage Note, the
Master Servicer shall establish and maintain one or more accounts (each, an
"Escrow Account") and deposit and retain therein all collections from the
Mortgagors (or advances by the Master Servicer) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account of
the Mortgagors. Nothing herein shall require the Master Servicer to compel a
Mortgagor to establish an Escrow Account in violation of applicable law.

                  Withdrawals of amounts so collected from the Escrow Accounts
may be made only to effect timely payment of taxes, assessments, hazard
insurance premiums, condominium or PUD association dues, or comparable items, to
reimburse the Master Servicer out of related collections for any payments made
pursuant to Sections 3.01 hereof (with respect to taxes and assessments and
insurance premiums) and 3.10 hereof (with respect to hazard insurance), to
refund to any Mortgagors any sums as may be determined to be overages, to pay
interest, if required by law or the terms of the related Mortgage or Mortgage
Note, to Mortgagors on balances in the Escrow Account or to clear and terminate
the Escrow Account at the termination of this Agreement in accordance with
Section 9.01 hereof. The Escrow Accounts shall not be a part of the Trust Fund.

                  Section 3.07. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
                                REGARDING THE MORTGAGE LOANS.

                  The Master Servicer shall afford the Depositor and the Trustee
reasonable access to all records and documentation regarding the Mortgage Loans
and all accounts, insurance policies 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 offices of the Master Servicer
designated by it.

                  Upon reasonable advance notice in writing if required by
federal regulation, the Master Servicer will provide to each Certificateholder
or Certificate Owner that is a savings and loan association, bank or insurance
company certain reports and reasonable access to information and documentation
regarding the Mortgage Loans sufficient to permit such Certificateholder to
comply with applicable regulations of the OTS or other regulatory authorities
with respect to investment in the Certificates; provided that the Master
Servicer shall be entitled to be reimbursed by each such Certificateholder or
Certificate Owner for actual expenses incurred by the Master Servicer in
providing such reports and access.




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<PAGE>


                  Section 3.08. PERMITTED WITHDRAWALS FROM THE CERTIFICATE
                                ACCOUNT, DISTRIBUTION ACCOUNT AND THE CARRYOVER
                                RESERVE FUND.

                  (a) The Master Servicer may from time to time make withdrawals
from the Certificate Account for the following purposes:

               (i) to pay to the Master Servicer (to the extent not previously
         paid to or withheld by the Master Servicer), as servicing compensation
         in accordance with Section 3.15, that portion of any payment of
         interest that equals the Servicing Fee for the period with respect to
         which such interest payment was made, and, as additional servicing
         compensation, those other amounts set forth in Section 3.15;

               (ii) to reimburse each of the Master Servicer and the Trustee for
         Advances made by it with respect to the Mortgage Loans, such right of
         reimbursement pursuant to this subclause (ii) being limited to amounts
         received on particular Mortgage Loan(s) (including, for this purpose,
         Liquidation Proceeds) that represent late recoveries of payments of
         principal and/or interest on such particular Mortgage Loan(s) in
         respect of which any such Advance was made;

               (iii) to reimburse each of the Master Servicer and the Trustee
         for any Nonrecoverable Advance previously made by it;

               (iv) to reimburse the Master Servicer from Insurance Proceeds for
         Insured Expenses covered by the related Required Insurance Policy;

               (v) to pay the Master Servicer any unpaid Servicing Fees and to
         reimburse it for any unreimbursed Servicing Advances, the Master
         Servicer's right to reimbursement of Servicing Advances pursuant to
         this subclause (v) with respect to any Mortgage Loan being limited to
         amounts received on particular Mortgage Loan(s) (including, for this
         purpose, Liquidation Proceeds and purchase and repurchase proceeds)
         that represent late recoveries of the payments for which such advances
         were made pursuant to Section 3.01 or Section 3.06;

               (vi) to pay to the Seller, the Depositor or the Master Servicer,
         as applicable, with respect to each Mortgage Loan or property acquired
         in respect thereof that has been purchased pursuant to Section 2.02,
         2.03 or 3.12, all amounts received thereon and not taken into account
         in determining the related Stated Principal Balance of such repurchased
         Mortgage Loan;

               (vii) to reimburse the Seller, the Master Servicer or the
         Depositor for expenses incurred by any of them in connection with the
         Mortgage Loans or Certificates and reimbursable pursuant to Section
         6.03 hereof provided that such amount shall only be withdrawn following
         the withdrawal from the Certificate Account for deposit into the
         Distribution Account pursuant to the following paragraph;


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<PAGE>


               (viii) to withdraw pursuant to Section 3.05 any amount deposited
         in the Certificate Account and not required to be deposited therein;
         and

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

                  In addition, no later than 1:00 p.m. Pacific time on the
Distribution Account Deposit Date, the Master Servicer shall withdraw from the
Certificate Account and remit to the Trustee the Interest Remittance Amount and
the Principal Remittance Amount for such Distribution Date to the extent on
deposit in the Certificate Account, and the Trustee shall deposit such amount in
the Distribution Account.

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

                  (b) The Trustee shall withdraw funds from the Distribution
Account for distribution to the Certificateholders 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 retain pursuant to the last paragraph of Section
8.11). In addition, the Trustee may from time to time make withdrawals from the
Distribution Account for the following purposes:

               (i) to pay to the Master Servicer, as additional servicing
         compensation, earnings on or investment income with respect to funds in
         or credited to the Distribution Account;

               (ii) to pay the Trustee the Trustee Fee on each Distribution
         Date;

               (iii) to withdraw pursuant to Section 3.05 any amount deposited
         in the Distribution Account and not required to be deposited therein;

               (iv) to reimburse the Trustee for any unreimbursed Advances made
         by it pursuant to Section 4.01(b) hereof, such right of reimbursement
         pursuant to this subclause (iv) being limited to (x) amounts received
         on the related Mortgage Loan(s) in respect of which any such Advance
         was made and (y) amounts not otherwise reimbursed to the Trustee
         pursuant to Section 3.08(a)(ii) hereof;

               (v) to reimburse the Trustee for any Nonrecoverable Advance
         previously made by the Trustee pursuant to Section 4.01(b) hereof, such
         right of reimbursement pursuant to this subclause (v) being limited to
         amounts not otherwise reimbursed to the Trustee pursuant to Section
         3.08(a)(iii) hereof; and


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<PAGE>


               (vi) to clear and terminate the Distribution Account upon
         termination of the Agreement pursuant to Section 9.01 hereof.

                  (c) The Trustee shall withdraw funds from the Carryover
Reserve Fund for distribution to the Certificateholders 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 retain pursuant to the last paragraph of
Section 8.11). In addition, the Trustee may from time to time make withdrawals
from the Carryover Reserve Fund for the following purposes:

               (i) to withdraw pursuant to Section 3.05 any amount deposited in
         the Carryover Reserve Fund and not required to be deposited therein;
         and

               (ii) to clear and terminate the Carryover Reserve Fund upon
         termination of the Agreement pursuant to Section 9.01 hereof.

                  Section 3.09. [RESERVED.]

                  Section 3.10. MAINTENANCE OF HAZARD INSURANCE.

                  The Master Servicer shall cause to be maintained, for each
Mortgage Loan, hazard insurance with extended coverage in an amount that is 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 related Mortgagor and/or
mortgagee from becoming a co-insurer. Each such policy of standard hazard
insurance shall contain, or have an accompanying endorsement that contains, a
standard mortgagee clause. The Master Servicer shall also cause flood insurance
to be maintained on property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, to the extent described below. Pursuant to
Section 3.05 hereof, any amounts collected by the Master Servicer under any such
policies (other than the amounts to be applied to the restoration or repair of
the related Mortgaged Property or property thus acquired or amounts released to
the Mortgagor in accordance with the Master Servicer's normal servicing
procedures) shall be deposited in the Certificate Account. Any cost incurred by
the Master Servicer in maintaining any such insurance shall not, for the purpose
of calculating monthly distributions to the Certificateholders or remittances to
the Trustee for their benefit, be added to the principal balance of the Mortgage
Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs
shall be recoverable by the Master Servicer out of late payments by the related
Mortgagor or out of Liquidation Proceeds to the extent permitted by Section 3.08
hereof. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor or maintained on property acquired
in respect of a Mortgage other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property is located at the time of
origination of the Mortgage Loan in a federally designated special flood hazard
area and such area is participating in the national flood insurance program, the
Master Servicer shall cause flood insurance to be maintained with respect to
such Mortgage Loan. Such flood insurance



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<PAGE>


shall be in an amount equal to the lesser of (i) the original principal balance
of the related Mortgage Loan, (ii) the replacement value of the improvements
that are part of such Mortgaged Property, or (iii) the maximum amount of such
insurance available for the related Mortgaged Property under the Flood Disaster
Protection Act of 1973, as amended.

                  Section 3.11. ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION
                                AGREEMENTS.

                  (a) Except as otherwise provided in this Section 3.11(a), when
any property subject to a Mortgage has been or is about to be conveyed by the
Mortgagor, the Master Servicer shall to the extent that it has knowledge of such
conveyance, enforce any due-on-sale clause contained in any Mortgage Note or
Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Master Servicer is not required to exercise
such rights with respect to a Mortgage Loan if the Person to whom the related
Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise so required under such Mortgage Note or Mortgage as a condition to
such transfer. In the event that the Master Servicer is prohibited by law from
enforcing any such due-on-sale clause, or if coverage under any Required
Insurance Policy would be adversely affected, or if nonenforcement is otherwise
permitted hereunder, the Master Servicer is authorized, subject to Section
3.11(b), to take or enter into an assumption and modification agreement from or
with the person to whom such property has been or is about to be conveyed,
pursuant to which such person becomes liable under the Mortgage Note and, unless
prohibited by applicable state law, the Mortgagor remains liable thereon,
provided that the Mortgage Loan shall continue to be covered (if so covered
before the Master Servicer enters such agreement) by the applicable Required
Insurance Policies. The Master Servicer, subject to Section 3.11(b), is also
authorized with the prior approval of the insurers under any Required Insurance
Policies to enter into a substitution of liability agreement with such Person,
pursuant to which the original Mortgagor is released from liability and such
Person is substituted as Mortgagor and becomes liable under the Mortgage Note.
Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in
default under this Section 3.11(a) by reason of any transfer or assumption that
the Master Servicer reasonably believes it is restricted by law from preventing.

                  (b) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the extent set forth in Section 3.11(a) hereof, 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
Master 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


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<PAGE>


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
(including, but not limited to, the Mortgage Rate, the amount of the Scheduled
Payment, the Maximum Mortgage Rate, the Minimum Mortgage Rate, the Gross Margin,
the Periodic Rate Cap, the Adjustment Date and any other term affecting the
amount or timing of payment on the Mortgage Loan) may be changed. In addition,
the substitute Mortgagor and the Mortgaged Property must be acceptable to the
Master Servicer in accordance with its underwriting standards as then in effect.
The Master 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 Master Servicer for entering into an assumption or substitution of
liability agreement will be retained by the Master Servicer as additional
servicing compensation.

                  Section 3.12. REALIZATION UPON DEFAULTED MORTGAGE LOANS;
                                DETERMINATION OF EXCESS PROCEEDS AND REALIZED
                                LOSSES; REPURCHASE OF CERTAIN MORTGAGE LOANS.

                  (a) The Master Servicer shall use reasonable efforts to
foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments. In connection with such foreclosure or other conversion, the Master
Servicer shall follow such practices and procedures as it shall deem necessary
or advisable and as shall be normal and usual in its general mortgage servicing
activities and the requirements of the insurer under any Required Insurance
Policy; provided that the Master 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 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 Certificate Account pursuant to
Section 3.08 hereof). The Master Servicer shall be responsible for all other
costs and expenses incurred by it in any such proceedings; provided that it
shall be entitled to reimbursement thereof from the proceeds of liquidation of
the related Mortgaged Property, as contemplated in Section 3.08 hereof. If the
Master Servicer has knowledge that a Mortgaged Property that the Master Servicer
is contemplating acquiring in foreclosure or by deed-in-lieu of foreclosure is
located within a one-mile radius of any site with environmental or hazardous
waste risks known to the Master Servicer, the Master Servicer will, prior to
acquiring the Mortgaged Property, consider such risks and only take action in
accordance with its established environmental review procedures.

                  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 the Trustee's nominee on



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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 Master Servicer shall ensure that the title to such REO
Property references this Agreement and the Trustee's capacity thereunder.
Pursuant to its efforts to sell such REO Property, the Master Servicer shall
either itself or through an agent selected by the Master Servicer protect and
conserve such REO Property in the same manner and to such extent as is customary
in the locality where such REO Property is located and may, incident to its
conservation and protection of the interests of the Certificateholders, rent the
same, or any part thereof, as the Master Servicer deems to be in the best
interest of the Master Servicer and the Certificateholders for the period prior
to the sale of such REO Property. The Master Servicer shall prepare for and
deliver to the Trustee a statement with respect to each REO Property that has
been rented showing the aggregate rental income received and all expenses
incurred in connection with the management and maintenance of such REO Property
at such times as 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 Certificate Account no later
than the close of business on each Determination Date. The Master Servicer shall
perform the tax reporting and withholding related to foreclosures, abandonments
and cancellation of indebtedness income as specified by Sections 1445, 6050J and
6050P of the Code by preparing and filing such tax and information returns, as
may be required.

                  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 Master Servicer shall dispose of such Mortgaged
Property as soon as practicable in a manner that maximizes the Liquidation
Proceeds, but in no event later than three years after its acquisition by the
Trust Fund or, at the expense of the Trust Fund, the Master Servicer shall
request, more than 60 days prior to the day on which such three-year period
would otherwise expire, an extension of the three-year grace period. In the
event the Trustee shall have been supplied with an Opinion of Counsel (such
opinion not to be an expense of the Trustee) 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 the
Trust Fund as defined in section 860F of the Code or cause the Trust Fund to
fail to qualify as a REMIC at any time that any Certificates are outstanding,
the Trust Fund may continue to hold such Mortgaged Property (subject to any
conditions contained in such Opinion of Counsel) after the expiration of such
three-year 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 the Trust
Fund to the imposition of any federal, state or local income taxes on the income
earned from such Mortgaged Property under section 860G(c) of the Code or
otherwise, unless the Master Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such taxes.



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                  The decision of the Master Servicer to foreclose on a
defaulted Mortgage Loan shall be subject to a determination by the Master
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 Mortgaged Properties acquired through foreclosure or other judicial
proceeding, net of reimbursement to the Master Servicer for expenses incurred
(including any property or other taxes) in connection with such management and
net of unreimbursed Servicing Fees, Advances, Servicing Advances and any
management fee paid or to be paid with respect to the management of such
Mortgaged Property, 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 Certificate Account. To the extent the income received during a Prepayment
Period is in excess of the amount attributable to amortizing principal and
accrued interest at the related Mortgage Rate on the related Mortgage Loan, such
excess shall be considered to be a partial Principal Prepayment for all purposes
hereof.

                  The Liquidation Proceeds from any liquidation of a Mortgage
Loan, net of any payment to the Master Servicer as provided above, shall be
deposited in the Certificate Account on the next succeeding Determination Date
following receipt thereof for distribution on the related Distribution Date,
except that any Excess Proceeds shall be retained by the Master Servicer as
additional servicing compensation.

                  The proceeds of any Liquidated Loan, as well as any recovery
resulting from a partial collection of Liquidation Proceeds or any income from
an REO Property, will be applied in the following order of priority: first, to
reimburse the Master Servicer for any related unreimbursed Servicing Advances
and Servicing Fees, pursuant to Section 3.08(a)(v) or this Section 3.12; second,
to reimburse the Master Servicer for any unreimbursed Advances, pursuant to
Section 3.08(a)(ii) or this Section 3.12; third, to accrued and unpaid interest
(to the extent no Advance has been made for such amount) on the Mortgage Loan or
related REO Property, at the Net Mortgage Rate to the Due Date occurring in the
month in which such amounts are required to be distributed; and fourth, as a
recovery of principal of the Mortgage Loan.

                  (b) On each Determination Date, the Master Servicer shall
determine the respective aggregate amounts of Excess Proceeds and Realized
Losses, if any, for the related Prepayment Period.

                  (c) The Master Servicer, in its sole discretion, shall have
the right to elect (by written notice sent to the Trustee) to purchase for its
own account from the Trust Fund any Mortgage Loan that is 150 days or more
delinquent at a price equal to the Purchase Price; provided, however, that the
Master Servicer may only exercise this right on or before the last day of the
calendar month in which such Mortgage Loan became 150 days delinquent (such
month, the "Eligible Repurchase Month"); provided further, that any such
Mortgage Loan which becomes current but thereafter becomes delinquent may be
purchased by the Master Servicer pursuant to this Section in any ensuing
Eligible Repurchase Month. The Purchase Price for any



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Mortgage Loan purchased hereunder shall be delivered to the Trustee for deposit
in the Certificate Account and the Trustee, upon receipt of such deposit and a
Request for Release from the Master Servicer in the form of Exhibit N hereto,
shall release or cause to be released to the purchaser of such Mortgage Loan the
related Mortgage File and shall execute and deliver such instruments of transfer
or assignment prepared by the purchaser of such Mortgage Loan, in each case
without recourse, as shall be necessary to vest in the purchaser of such
Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser of
such Mortgage Loan shall succeed to all the Trustee's right, title and interest
in and to such Mortgage Loan and all security and documents related thereto.
Such assignment shall be an assignment outright and not for security. The
purchaser of such Mortgage Loan shall thereupon own such Mortgage Loan, and all
security and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.

                  Section 3.13. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.

                  Upon the payment in full of any Mortgage Loan, or the receipt
by the Master Servicer of a notification that payment in full will be escrowed
in a manner customary for such purposes, the Master Servicer will promptly
notify the Trustee by delivering a Request for Release substantially in the form
of Exhibit N. Upon receipt of such request, the Trustee shall promptly release
the related Mortgage File to the Master Servicer, and the Trustee shall at the
Master Servicer's direction execute and deliver to the Master 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 Master Servicer, together with the Mortgage Note with written
evidence of cancellation thereon. The Master Servicer is authorized to cause the
removal from the registration on the MERS(R) System of such Mortgage and to
execute and deliver, on behalf of the Trust Fund and the Certificateholders or
any of them, any and all instruments of satisfaction or cancellation or of
partial or full release. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account, the Distribution Account, the Carryover Reserve Fund or the related
subservicing account. 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, upon delivery to the Trustee
of a Request for Release in the form of Exhibit M signed by a Servicing Officer,
release the Mortgage File to the Master Servicer. Subject to the further
limitations set forth below, the Master Servicer shall cause the Mortgage File
or documents so released to be returned to the Trustee when the need therefor by
the Master Servicer no longer exists, unless the Mortgage Loan is liquidated and
the proceeds thereof are deposited in the Certificate Account, in which case the
Trustee shall deliver the Request for Release to the Master Servicer.

                  If the Master Servicer at any time seeks to initiate a
foreclosure proceeding in respect of any Mortgaged Property as authorized by
this Agreement, the Master Servicer shall



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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.
Notwithstanding the foregoing, the Master Servicer shall cause possession of any
Mortgage File or of the documents therein that shall have been released by the
Trustee to be returned to the Trustee within 21 calendar days after possession
thereof shall have been released by the Trustee unless (i) the Mortgage Loan has
been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have
been deposited in the Certificate Account, and the Master Servicer shall have
delivered to the Trustee a Request for Release in the form of Exhibit N or (ii)
the Mortgage File or document shall have been delivered to an attorney or to a
public trustee or other public official as required by law for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property and the Master Servicer shall have delivered to the
Trustee an Officer's Certificate of a Servicing Officer certifying as to the
name and address of the Person to which the Mortgage File or the documents
therein were delivered and the purpose or purposes of such delivery.

                  Section 3.14. DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF
                                MASTER SERVICER TO BE HELD FOR THE TRUSTEE.

                  Notwithstanding any other provisions of this Agreement, the
Master 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 Master Servicer from time to time and shall account fully to
the Trustee for any funds received by the Master Servicer or that otherwise are
collected by the Master 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 Master 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 the
Certificate Account, shall be held by the Master Servicer for and on behalf of
the Trust Fund and shall be and remain the sole and exclusive property of the
Trust Fund, subject to the applicable provisions of this Agreement. The Master
Servicer also agrees that it shall not create, incur or subject any Mortgage
File or any funds that are deposited in the Certificate Account, Distribution
Account or Carryover Reserve Fund or in any Escrow Account (as defined in
Section 3.06), 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 set off against any
Mortgage File or any funds collected on, or in connection with, a Mortgage Loan,
except, however, that the Master Servicer shall be entitled to set off against
and deduct from any such funds any amounts that are properly due and payable to
the Master Servicer under this Agreement.



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                  Section 3.15. SERVICING COMPENSATION.

                  As compensation for its activities hereunder, the Master
Servicer shall be entitled to retain or withdraw from the Certificate Account
out of each payment of interest on a Mortgage Loan included in the Trust Fund an
amount equal to interest at the applicable Servicing Fee Rate on the Stated
Principal Balance of the related Mortgage Loan for the period covered by such
interest payment.

                  Additional servicing compensation in the form of Excess
Proceeds, assumption fees, late payment charges, Prepayment Interest Excess, and
all income and gain net of any losses realized from Permitted Investments shall
be retained by the Master Servicer to the extent not required to be deposited in
the Certificate Account pursuant to Section 3.05 or 3.12(a) hereof. The Master
Servicer shall be required to pay all expenses incurred by it in connection with
its servicing activities hereunder (including payment of any premiums for hazard
insurance, as required by Section 3.10 hereof and maintenance of the other forms
of insurance coverage required by Section 3.10 hereof) and shall not be entitled
to reimbursement therefor except as specifically provided in Sections 3.08 and
3.12 hereof.

                  Section 3.16. ACCESS TO CERTAIN DOCUMENTATION.

                  The Master Servicer shall provide to the OTS and the FDIC and
to comparable regulatory authorities supervising Holders of the Certificates or
Certificate Owners and the examiners and supervisory agents of the OTS, the FDIC
and such other authorities, access to the documentation regarding the 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 of the Master Servicer
designated by it. Nothing in this Section shall limit the obligation of the
Master Servicer to observe any applicable law prohibiting disclosure of
information regarding the Mortgagors and the failure of the Master Servicer to
provide access as provided in this Section as a result of such obligation shall
not constitute a breach of this Section.

                  Section 3.17. ANNUAL STATEMENT AS TO COMPLIANCE.

                  The Master Servicer shall deliver to the Depositor and the
Trustee on or before the 80th day after the end of the Master Servicer's fiscal
year, commencing with its 2003 fiscal year, an Officer's Certificate stating, as
to the signer thereof, that (i) a review of the activities of the Master
Servicer during the preceding calendar year and of the performance of the Master
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 Master
Servicer has fulfilled all its obligations under this Agreement throughout such
year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof and (iii) to the best of such officer's knowledge, each Subservicer has
fulfilled all its obligations under its Subservicing Agreement throughout such
year, or, if there has been a default in the fulfillment of any such obligation
specifying each such default known to



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such officer and the nature and status thereof. The Trustee shall forward a copy
of each such statement to each Rating Agency. Copies of such statement shall be
provided by the Trustee to any Certificateholder upon request at the Master
Servicer's expense, provided such statement is delivered by the Master Servicer
to the Trustee.

                  Section 3.18. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING
                                STATEMENT; FINANCIAL STATEMENTS.

                  On or before the later of (i) the 80th day after the end of
the Master Servicer's fiscal year, commencing with its 2003 fiscal year or (ii)
within 30 days of the issuance of the annual audited financial statements
beginning with the audit for the period ending in 2003, the Master Servicer at
its expense shall cause a nationally recognized firm of independent public
accountants (who may also render other services to the Master Servicer, the
Seller or any affiliate thereof) that is a member of the American Institute of
Certified Public Accountants to furnish a report to the Trustee, Depositor and
the Seller in compliance with the Uniform Single Attestation Program for
Mortgage Bankers. Copies of such report shall be provided by the Trustee to any
Certificateholder or Certificate Owner upon request at the Master Servicer's
expense, provided such report is delivered by the Master Servicer to the
Trustee. Upon written request, the Master Servicer shall provide to the
Certificateholders or Certificate Owner its publicly available annual financial
statements (or, for so long as Countrywide Home Loans Servicing LP is the Master
Servicer hereunder, the Master Servicer's parent company's publicly available
annual financial statements), if any, promptly after they become available.

                  Section 3.19. THE CORRIDOR CONTRACT.

                  The Seller shall assign all of its right, title and interest
in and to the interest rate cap transactions evidenced by the Corridor Contract
to, and shall cause all of its obligations in respect of each such transaction
to be assumed by, the Trustee on behalf of the Trust Fund, on the terms and
conditions set forth in the Corridor Contract Assignment Agreement. The Corridor
Contract will be an asset of the Trust Fund but will not be an asset of any
REMIC. The Master Servicer, on behalf of the Trustee, shall deposit any amounts
received from time to time with respect to the Corridor Contract into the
Carryover Reserve Fund.

                  The Master Servicer, on behalf of the Trustee, shall prepare
and deliver any notices required to be delivered under the Corridor Contract.

                  The Master Servicer, on behalf of the Trustee, shall act as
calculation agent and/or shall terminate the Corridor Contract, in each case
upon the occurrence of certain events of default or termination events to the
extent specified thereunder. Upon any such termination, the Corridor Contract
Counterparty will be obligated to pay the Trustee or the Master Servicer for the
benefit of the Trust Fund an amount in respect of such termination. Any amounts
received by the Trustee or the Master Servicer for the benefit of the Trust
Fund, as the case may be, in respect of such termination shall be deposited and
held in the Carryover Reserve Fund to pay Net Rate Carryover for the
Certificates (by deposit of the amount of any such Net Rate Carryover in



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the Carryover Reserve Fund for payment to the related Certificateholders) as
provided in Section 4.04(a) on Distribution Dates following such termination to
and including the Corridor Contract Termination Date. On the Corridor Contract
Termination Date, after all other distributions on such date, if any such
amounts in respect of early termination remain in the Carryover Reserve Fund,
such amounts shall be distributed by the Trustee to the Class C
Certificateholder.

                  Section 3.20. PREPAYMENT CHARGES.

                  (a) Notwithstanding anything in this Agreement to the
contrary, in the event of a Principal Prepayment in full or in part of a
Mortgage Loan, the Master Servicer may not waive any Prepayment Charge or
portion thereof required by the terms of the related Mortgage Note unless (i)
the Master Servicer determines that such waiver would maximize recovery of
Liquidation Proceeds for such Mortgage Loan, taking into account the value of
such Prepayment Charge, or (ii) (A) the enforceability thereof is limited (1) by
bankruptcy, insolvency, moratorium, receivership, or other similar law relating
to creditors' rights generally or (2) due to acceleration in connection with a
foreclosure or other involuntary payment, or (B) the enforceability is otherwise
limited or prohibited by applicable law. In the event of a Principal Prepayment
in full or in part with respect to any Mortgage Loan, the Master Servicer shall
deliver to the Trustee an Officer's Certificate substantially in the form of
Exhibit T no later than the third Business Day following the immediately
succeeding Determination Date with a copy to the Class P Certificateholders. If
the Master Servicer has waived or does not collect all or a portion of a
Prepayment Charge relating to a Principal Prepayment in full or in part due to
any action or omission of the Master Servicer, other than as provided above, the
Master Servicer shall deliver to the Trustee, together with the Principal
Prepayment in full or in part, the amount of such Prepayment Charge (or such
portion thereof as had been waived) for deposit into the Certificate Account
(not later than the immediately succeeding Master Servicer Advance Date, in the
case of such Prepayment Charge) for distribution in accordance with the terms of
this Agreement.

                  (b) Upon discovery by the Master Servicer or a Responsible
Officer of the Trustee of a breach of the foregoing subsection (a), the party
discovering the breach shall give prompt written notice to the other parties.

                  (c) The Seller represents and warrants to the Depositor and
the Trustee, as of the Closing Date, that the information in the Prepayment
Charge Schedule (including the attached prepayment charge summary) is complete
and accurate in all material respects at the dates as of which the information
is furnished and each Prepayment Charge is permissible and enforceable in
accordance with its terms under applicable state law, except as the
enforceability thereof is limited due to acceleration in connection with a
foreclosure or other involuntary payment.

                  (d) Upon discovery by the Master Servicer or a Responsible
Officer of the Trustee of a breach of the foregoing clause (c) that materially
and adversely affects right of the Holders of the Class P Certificates to any
Prepayment Charge, the party discovering the breach



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shall give prompt written notice to the other parties. Within 60 days of the
earlier of discovery by the Master Servicer or receipt of notice by the Master
Servicer of breach, the Master Servicer shall cure the breach in all material
respects or shall pay into the Certificate Account the amount of the Prepayment
Charge that would otherwise be due from the Mortgagor, less any amount
representing such Prepayment Charge previously collected and paid by the Master
Servicer into the Certificate Account.




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                                  ARTICLE IV.

                                DISTRIBUTIONS AND
                         ADVANCES BY THE MASTER SERVICER

                  Section 4.01. ADVANCES.

                  (a) The Master Servicer shall determine on or before each
Master Servicer Advance Date whether it is required to make an Advance pursuant
to the definition thereof. If the Master Servicer determines it is required to
make an Advance, it shall, on or before the Master Servicer Advance Date, either
(i) deposit into the Certificate Account an amount equal to the Advance or (ii)
make an appropriate entry in its records relating to the Certificate Account
that any Amount Held for Future Distribution has been used by the Master
Servicer in discharge of its obligation to make any such Advance. Any funds so
applied shall be replaced by the Master Servicer by deposit in the Certificate
Account no later than the close of business on the next Master Servicer Advance
Date. The Master Servicer shall be entitled to be reimbursed from the
Certificate Account for all Advances of its own funds made pursuant to this
Section as provided in Section 3.08. The obligation to make Advances with
respect to any Mortgage Loan shall continue if such Mortgage Loan has been
foreclosed or otherwise terminated and the related Mortgaged Property has not
been liquidated.

                  (b) If the Master Servicer determines that it will be unable
to comply with its obligation to make the Advances as and when described in the
second sentence of Section 4.01(a), it shall use its best efforts to give
written notice thereof to the Trustee (each such notice a "Trustee Advance
Notice"; and such notice may be given by telecopy), not later than 3:00 P.M.,
New York time, on the Business Day immediately preceding the related Master
Servicer Advance Date, specifying the amount that it will be unable to deposit
(each such amount an "Advance Deficiency") and certifying that such Advance
Deficiency constitutes an Advance hereunder and is not a Nonrecoverable Advance.
If the Trustee receives a Trustee Advance Notice on or before 3:30 P.M., New
York time on a Master Servicer Advance Date, the Trustee shall, not later than
3:00 P.M., New York time, on the related Distribution Date, deposit in the
Distribution Account an amount equal to the Advance Deficiency identified in
such Trustee Advance Notice unless it is prohibited from so doing by applicable
law. Notwithstanding the foregoing, the Trustee shall not be required to make
such deposit if the Trustee shall have received written notification from the
Master Servicer that the Master Servicer has deposited or caused to be deposited
in the Certificate Account an amount equal to such Advance Deficiency. All
Advances made by the Trustee pursuant to this Section 4.01(b) shall accrue
interest on behalf of the Trustee at the Trustee Advance Rate from and including
the date such Advances are made to but excluding the date of repayment, with
such interest being an obligation of the Master Servicer and not the Trust Fund.
The Master Servicer shall reimburse the Trustee for the amount of any Advance
made by the Trustee pursuant to this Section 4.01(b) together with accrued
interest, not later than the fifth day following the related Master Servicer
Advance Date. In the event that the Master Servicer does not reimburse the
Trustee in accordance with the requirements of the preceding sentence, the
Trustee shall immediately (a) terminate all of the


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rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) subject to the limitations set forth in Section 3.04,
assume all of the rights and obligations of the Master Servicer hereunder.

                  (c) The Master Servicer, not later than the close of business
on the second Business Day immediately preceding each Distribution Date, shall
deliver to the Trustee a report (in the form and substance reasonably
satisfactory to the Trustee) that indicates (i) the Mortgage Loans with respect
to which the Master Servicer has determined that the related Scheduled Payments
should be advanced and (ii) the amount of the related Scheduled Payments. The
Master Servicer shall deliver to the Trustee on the related Master Servicer
Advance Date an Officer's Certificate of a Servicing Officer indicating the
amount of any proposed Advance determined by the Master Servicer to be a
Nonrecoverable Advance.

                  Section 4.02. REDUCTION OF SERVICING COMPENSATION IN
                                CONNECTION WITH PREPAYMENT INTEREST SHORTFALLS.

                  In the event that any Mortgage Loan is the subject of a
Prepayment Interest Shortfall, the Master Servicer shall, to the extent of
one-half of the Servicing Fee for such Distribution Date, deposit into the
Certificate Account, as a reduction of the Servicing Fee (but not in excess of
one-half thereof) for such Distribution Date, no later than the close of
business on the Business Day immediately preceding such Distribution Date, an
amount equal to the Prepayment Interest Shortfall; and in case of such deposit,
the Master Servicer shall not be entitled to any recovery or reimbursement from
the Depositor, the Trustee, the Trust Fund or the Certificateholders.

                  Section 4.03. [Reserved]

                  Section 4.04. DISTRIBUTIONS.

                  (a) On each Distribution Date, the Interest Funds for such
Distribution Date shall be allocated by the Trustee from the Distribution
Account in the following order of priority:

                    (i) to the Class A-IO Certificates, the Class A-IO Current
Interest and any Class A-IO Interest Carry Forward Amount;

                    (ii) concurrently on a pro rata basis, (A) to the Class A-1
Certificates, the Class A-1 Current Interest and any Class A-1 Interest Carry
Forward Amount, and (B) to the Class A-2 Certificates, the Class A-2 Current
Interest and any Class A-2 Interest Carry Forward Amount;

                    (iii) to the Class M-1 Certificates, the Class M-1 Current
Interest;

                    (iv) to the Class M-2 Certificates, the Class M-2 Current
Interest;

                    (v) to the Class M-3 Certificates, the Class M-3 Current
Interest;


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                    (vi) to the Class M-4 Certificates, the Class M-4 Current
Interest;

                    (vii) to the Class M-5 Certificates, the Class M-5 Current
Interest;

                    (viii) to the Class B Certificates, the Class B Current
Interest; and

                    (ix) any remainder, as part of the Excess Cashflow.

                  (b) On each Distribution Date on or prior to the Corridor
Contract Termination Date, amounts received in respect of the Corridor Contract
for such Distribution Date will be deposited in the Carryover Reserve Fund to be
distributed to each Class of Certificates (other than the Class A-IO, Class A-R
and Class P Certificates) pursuant to Sections 4.04(e)(iv) and (vi); provided,
however, that if the Corridor Contract is subject to early termination, early
termination payments shall be held by the Trustee until the Corridor Contract
Termination Date and deposited in the Carryover Reserve Fund, as necessary, to
pay any Net Rate Carryover as provided in Section 3.19.

                  (c) Upon the earlier of (a) the exercise of the Optional
Termination by the Master Servicer pursuant to Section 9.01 and (b) the Class P
Principal Distribution Date, all funds on deposit in the Class P Distribution
Account shall be distributed the Class P Certificates.

                  (d) On each Distribution Date, the Principal Distribution
Amount for such Distribution Date shall be allocated by the Trustee from the
Distribution Account in the following order of priority:

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

                           (A) sequentially, to the Class A-R, Class A-1, Class
                  A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and
                  Class B Certificates, in that order, in each case until the
                  Certificate Principal Balance thereof is reduced to zero;

                           (B) any remainder, as part of the Excess Cashflow.

                    (ii) with respect to each Distribution Date on and after the
Stepdown Date and as to which a Trigger Event is not in effect:

                           (A) sequentially, to the Class A-1 Certificates and
                  Class A-2 Certificates, in that order, the Class A Principal
                  Distribution Amount, in each case until the Certificate
                  Principal Balance thereof is reduced to zero;

                           (B) to the Class M-1 Certificates, the Class M-1
                  Principal Distribution Amount, until the Certificate Principal
                  Balance thereof is reduced to zero;


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                           (C) to the Class M-2 Certificates, the Class M-2
                  Principal Distribution Amount, until the Certificate Principal
                  Balance thereof is reduced to zero;

                           (D) to the Class M-3 Certificates, the Class M-3
         Principal Distribution Amount, until the Certificate Principal Balance
         thereof is reduced to zero;

                           (E) to the Class M-4 Certificates, the Class M-4
         Principal Distribution Amount, until the Certificate Principal Balance
         thereof is reduced to zero;

                           (F) to the Class M-5 Certificates, the Class M-5
         Principal Distribution Amount, until the Certificate Principal Balance
         thereof is reduced to zero;

                           (G) to the Class B Certificates, the Class B
                  Principal Distribution Amount, until the Certificate Principal
                  Balance thereof is reduced to zero; and

                           (H)  any remainder, as part of the Excess Cashflow.

                  (e) With respect to any Distribution Date, any Excess Cashflow
will be paid to the classes of Certificates as follows:

                    (i) from Excess Cashflow, to the holders of the Class or
Classes of Offered Certificates then entitled to receive distributions in
respect of principal, in an amount equal to the Extra Principal Distribution
Amount, payable to such holders as part of the Principal Distribution Amount
pursuant to Section 4.04(d) above;

                    (ii) from any remaining Excess Cashflow, sequentially to the
holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class B
Certificates, in that order, in an amount equal to any unpaid Interest Carry
Forward Amount for such Class or Classes;

                    (iii) from any remaining Excess Cashflow, sequentially to
the holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and
Class B Certificates, in that order, in an amount equal to the Unpaid Realized
Loss Amounts for such Class or Classes;

                    (iv) from the Corridor Contract Payment Amount, first, to
the Class B Certificates, to the extent needed to pay any Net Rate Carryover for
such Class, and second, to the holders of the Class A-1, Class A-2, Class M-1,
Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, on a pro rata basis,
based on the Certificate Principal Balances thereof, to the extent needed to pay
any Net Rate Carryover for each such Class; provided that any Corridor Contract
Payment Amount remaining after such allocation to pay Net Rate Carryover based
on the Certificate Principal Balances of these Certificates will be distributed
to each such class of Certificates with respect to which there remains any
unpaid Net Rate Carryover (after the distribution based on Certificate Principal
Balances), pro rata, based on the amount of such unpaid Net Rate Carryover,
until reduced to zero;



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<PAGE>


                    (v) from any remaining Excess Cashflow, to the Class A-1,
Class A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class B
Certificates, on a pro rata basis, based on the Certificate Principal Balances
thereof, to the extent needed to pay any Net Rate Carryover for each such class;
provided that any Excess Cashflow remaining after such allocation to pay Net
Rate Carryover based on the Certificate Principal Balances of these Certificates
will be distributed to each such class of Certificates with respect to which
there remains any unpaid Net Rate Carryover (after the distribution based on
Certificate Principal Balances), pro rata, based on the amount of such unpaid
Net Rate Carryover, until reduced to zero;

                    (vi) from any remaining Excess Cashflow and Corridor
Contract Payment Amount, to the Class C Certificates, (x) the Class C Current
Interest and (y) any remaining Excess Cashflow shall be paid to the Class C
Certificates to reduce the Class C Notional Amount, until the Class C Notional
Amount has been reduced to zero; and

                    (vii) any remaining Excess Cashflow and Corridor Contract
Payment Amount, to the Class A-R Certificates.

                  (f) On each Distribution Date, all Prepayment Charges
(including amounts deposited in connection with the full or partial waiver of
such Prepayment Charges pursuant to Section 3.20) shall be distributed to the
Class P Certificates.

                  (g) To the extent that a Class of Certificates (other than the
Class A-IO, Class A-R, Class C and Class P Certificates) receives interest in
excess of the Net Rate Cap, such interest shall be treated as having been paid
to the Carryover Reserve Fund and then paid by the Carryover Reserve Fund to
such Certificateholders.

                  (h) [reserved]

                  (i) On each Distribution Date, the Trustee shall allocate the
Applied Realized Loss Amount to reduce the Certificate Principal Balances of the
Subordinate Certificates in the following order of priority:

                    (i) to the Class B Certificates until the Class B
Certificate Principal Balance is reduced to zero;

                    (ii) to the Class M-5 Certificates until the Class M-5
Certificate Principal Balance is reduced to zero;

                    (iii) to the Class M-4 Certificates until the Class M-4
Certificate Principal Balance is reduced to zero;

                    (iv) to the Class M-3 Certificates until the Class M-3
Certificate Principal Balance is reduced to zero;



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<PAGE>


                    (v) to the Class M-2 Certificates until the Class M-2
Certificate Principal Balance is reduced to zero; and

                    (vi) to the Class M-1 Certificates until the Class M-1
Certificate Principal Balance is reduced to zero.

                  (j) Subject to Section 9.02 hereof respecting the final
distribution, on each Distribution Date the Trustee shall make distributions to
each Certificateholder of record on the preceding Record Date either 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 5 Business Days prior to the related Record
Date and (ii) such Holder shall hold Regular Certificates with aggregate
principal denominations of not less than $1,000,000 or evidencing a Percentage
Interest aggregating 10% or more with respect to such Class or, if not, by check
mailed by first class mail to such Certificateholder at the address of such
holder appearing in the Certificate Register. Notwithstanding the foregoing, but
subject to Section 9.02 hereof respecting the final distribution, distributions
with respect to Certificates registered in the name of a Depository shall be
made to such Depository in immediately available funds.

                  On or before 5:00 p.m. Pacific time on the fifth Business Day
following each Determination Date (but in no event later than 5:00 p.m. Pacific
time on the third Business Day before the related Distribution Date), the Master
Servicer shall deliver a report to the Trustee in the form of a computer
readable magnetic tape (or by such other means as the Master Servicer and the
Trustee may agree from time to time) containing such data and information as
agreed to by the Master Servicer and the Trustee such as to permit the Trustee
to prepare the Monthly Statement to Certificateholders and make the required
distributions for the related Distribution Date (the "Remittance Report"). The
Trustee shall not be responsible to recompute, recalculate or verify information
provided to it by the Master Servicer and shall be permitted to conclusively
rely on any information provided to it by the Master Servicer.

                  Section 4.05. 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 Holder of a Class
of Certificates of the Trust Fund, the Master Servicer, the Seller and the
Depositor a statement setting forth for the Certificates:

               (i) the amount of the related distribution to Holders of each
         Class allocable to principal, separately identifying (A) the aggregate
         amount of any Principal Prepayments included therein and (B) the
         aggregate of all scheduled payments of principal included therein;

               (ii) the amount of such distribution to Holders of each Class
         allocable to interest;

               (iii) any Interest Carry Forward Amount for each Class;


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               (iv) the Certificate Principal Balance of each Class after giving
         effect (i) to all distributions allocable to principal on such
         Distribution Date and (ii) the allocation of any Applied Realized Loss
         Amounts for such Distribution Date;

               (v) the aggregate of the Stated Principal Balances of the
         Mortgage Loans for the Mortgage Pool;

               (vi) the related amount of the Servicing Fees paid to or retained
         by the Master Servicer for the related Due Period;

               (vii) the Pass-Through Rate for each Class of Certificates with
         respect to the current Accrual Period;

               (viii) with respect to the December 2003 Distribution Date, the
         Seller Shortfall Interest Requirement (if any) for the related Master
         Servicer Advance Date;

               (ix) the amount of Advances included in the distribution on such
         Distribution Date;

               (x) the cumulative amount of Applied Realized Loss Amounts to
         date;

               (xi) the number and aggregate principal amounts of Mortgage
         Loans: (A) Delinquent (exclusive of Mortgage Loans in foreclosure) (1)
         30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, and (B) in
         foreclosure and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3)
         90 or more days, in each case as of the close of business on the last
         day of the calendar month preceding such Distribution Date;

               (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;

               (xiii) and the aggregate Stated Principal Balances of any
         Mortgage Loans converted to REO Properties as of the close of business
         on the Determination Date preceding such Distribution Date;

               (xiv) the aggregate Stated Principal Balances of all Liquidated
         Loans;

               (xv) with respect to any Liquidated Loan, the loan number and
         Stated Principal Balance relating thereto;

               (xvi) whether a Trigger Event has occurred;

               (xvii) any Net Rate Carryover paid on each Class of Certificates
         (other than the Class A-IO, Class A-R, Class C and Class P
         Certificates) and any remaining Net Rate


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<PAGE>


         Carryover remaining on each Class of Certificates (other than the
         Class A-IO, Class A-R, Class C and Class P Certificates) on such
         Distribution Date;

               (xviii) the amount of Prepayment Charges collected or waived by
         the Master Servicer;

               (xix) [reserved];

               (xx) [reserved]; and

               (xxi) the amount, if any, received under the Corridor Contract
         for such Distribution Date.

                  (b) The Trustee's responsibility for disbursing the above
information to the Certificateholders is limited to the availability, timeliness
and accuracy of the information derived from the Master Servicer. The Trustee
will send a copy of each statement provided pursuant to this Section 4.05 to
each Rating Agency. The Trustee may make the above information available to
Certificateholders via the Trustee's website at http://www.mbsreporting.com.

                  (c) 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)(vi) of this Section
4.05 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.

                  (d) Upon filing with the Internal Revenue Service, the Trustee
shall furnish to the Holders of the Class A-R Certificates the Form 1066 and
each Form 1066Q and shall respond promptly to written requests made not more
frequently than quarterly by any Holder of Class A-R Certificates with respect
to the following matters:

               (i) The original projected principal and interest cash flows on
         the Closing Date on each related Class of regular and residual
         interests created hereunder and on the Mortgage Loans, based on the
         Prepayment Assumption;

               (ii) The projected remaining principal and interest cash flows as
         of the end of any calendar quarter with respect to each related Class
         of regular and residual interests created hereunder and the Mortgage
         Loans, based on the Prepayment Assumption;

               (iii) The applicable Prepayment Assumption and any interest rate
         assumptions used in determining the projected principal and interest
         cash flows described above;


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<PAGE>


               (iv) The original issue discount (or, in the case of the Mortgage
         Loans, market discount) or premium accrued or amortized through the end
         of such calendar quarter with respect to each related Class of regular
         or residual interests created hereunder and to the Mortgage Loans,
         together with each constant yield to maturity used in computing the
         same;

               (v) The treatment of losses realized with respect to the Mortgage
         Loans or the regular interests created hereunder, including the timing
         and amount of any cancellation of indebtedness income of the related
         REMIC with respect to such regular interests or bad debt deductions
         claimed with respect to the Mortgage Loans;

               (vi) The amount and timing of any non-interest expenses of the
         related REMIC; and

               (vii) Any taxes (including penalties and interest) imposed on the
         related REMIC, including, without limitation, taxes on "prohibited
         transactions," "contributions" or "net income from foreclosure
         property" or state or local income or franchise taxes.

                  The information pursuant to clauses (i), (ii), (iii) and (iv)
above shall be provided by the Depositor pursuant to Section 8.11.

                  Section 4.06. [RESERVED]

                  Section 4.07. [RESERVED]

                  Section 4.08. CARRYOVER RESERVE FUND.

                  (a) On the Closing Date, the Trustee shall establish and
maintain in its name, in trust for the benefit of the Holders of the
Certificates, the Carryover Reserve Fund. The Carryover Reserve Fund shall be an
Eligible Account, and funds on deposit therein shall be held separate and apart
from, and shall not be commingled with, any other moneys, including without
limitation, other moneys held by the Trustee pursuant to this Agreement.

                  (b) The Trustee shall make withdrawals from the Carryover
Reserve Fund to make distributions pursuant to paragraphs (b) and (e) of Section
4.04 hereof. Any amounts remaining after the distributions required pursuant to
preceding sentence shall be distributed to the Class C Certificates; provided,
however, that if the Corridor Contract is subject to early termination, early
termination payments received on such Corridor Contract will be held by the
Trustee until the Corridor Contract Termination Date and deposited in the
Carryover Reserve Fund as necessary to cover any Net Rate Carryover on the
Certificates entitled thereto on future Distribution Dates.

                  (c) Funds in the Carryover Reserve Fund may be invested in
Permitted Investments. Any earnings on such amounts shall be payable to the
Class C Certificates. The Class C Certificates shall evidence ownership of the
Carryover Reserve Fund for federal tax



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<PAGE>


purposes and the Holders thereof evidencing not less than 50% of the Voting
Rights of such Class shall direct the Trustee in writing as to the investment of
amounts therein. In the absence of such written direction, all funds in the
Carryover Reserve Fund shall be invested by the Trustee in The Bank of New York
cash reserves.

                  (d) Upon termination of the Trust Fund, any amounts remaining
in the Carryover Reserve Fund shall be distributed to the Holders of the Class C
Certificates in the same manner as if distributed pursuant to Section 4.04(f)
hereof.

                  Section 4.09. DISTRIBUTIONS ON THE REMIC I REGULAR INTERESTS.

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

                  (i) first, to the Holders of REMIC I Regular Interest LT-IO,
in an amount equal to (A) the Uncertificated Accrued Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates and second, to the Holders of REMIC I Regular
Interest LT-A, REMIC I Regular Interst LT-P and REMIC I Regular Interest LT-R,
in an amount equal to (A) the Uncertificated Accrued Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates;

                  (ii) to the Holders of the REMIC I Regular Interest LTI-P, on
the Class P Principal Distribution Date or any Distribution Date thereafter
until $100 has been distributed pursuant to this clause;

                  (iii) on each Distribution Date, the remainder of the
Available Funds for such Distribution Date after the distributions made pursuant
to clause (i) and clause (ii) above, first, to the Holders of REMIC I Regular
Interest LT-A until the Uncertificated Principal Balance of such REMIC I Regular
Interest is reduced to zero, and second, to the Holders of REMIC I Regular
Interest LT-IO, until the Uncertificated Principal Balance of such REMIC I
Regular Interest is reduced to zero; and

                  (iv) to the Holders of the Class AR Certificates (in respect
of the Class R-1 Ineterest), any amounts remaining after the distributions
pursuant to clauses (i) through (iii) above.

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


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<PAGE>


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

                  (i) first, to the Holders of REMIC II Regular Interest LT-IO,
in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC II
Regular Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates and then to Holders of
REMIC II Regular Interest LT-AA, REMIC Regular Interest LT-A1, REMIC Regular
Interest LT-A2, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
LT-M2, REMIC Regular Interest LT-M3, REMIC Regular Interest LT-M4, REMIC Regular
Interest LT-M5, REMIC Regular Interest LT-B, REMIC II Regular Interest LT-ZZ,
REMIC II Regular Interest LT-P and REMIC II Regular Interest LT-R, pro rata, in
an amount equal to (A) the Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates. Amounts payable as Uncertificated Accrued Interest in
respect of REMIC II Regular Interest LT-ZZ shall be reduced and deferred when
the REMIC II Overcollateralized Amount is less than the REMIC II
Overcollateralization Target Amount, by the lesser of (x) the amount of such
difference and (y) the REMIC II Regular Interest LT-ZZ Maximum Interest Deferral
Amount and such amount will be payable to the Holders of REMIC II Regular
Interest LT-A1, REMIC II Regular Interest LT-A2, REMIC II Regular Interest
LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC
Regular Interest LT-M4, REMIC Regular Interest LT-M5, and REMIC Regular Interest
LT-B in the same proportion as the Overcollateralization Increase Amount is
allocated to the Corresponding Certificates and the Uncertificated Principal
Balance of REMIC II Regular Interest LT-ZZ shall be increased by such amount;

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

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

                  (b) to the Holders of REMIC II Regular Interest LT-A1, REMIC
II Regular Interest LT-A2, REMIC II Regular Interest LT-M1, REMIC II Regular
Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest
LT-M4, REMIC II Regular Interest LT-



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<PAGE>


M5, REMIC II Regular Interest LT-B, and REMIC Regular Interest LT-R, 1.00% of
such remainder (other than amounts payable under clause (d) below), in the same
proportion as principal payments are allocated to the Corresponding
Certificates, until the Uncertificated Principal Balances of such REMIC II
Regular Interests are reduced to zero;

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

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

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

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

                  (C) Notwithstanding the distributions described in this
Section 4.09, distribution of funds shall be made only in accordance with
Section 4.04.

                  Section 4.10. THE CLASS P CERTIFICATES.

                  On the Closing Date, $100 shall be deposited into the Class P
Distribution Account and shall be held in trust for the benefit of the Class P
Certificateholders for payment pursuant to Section 4.04 upon the earlier of (a)
the exercise of the Optional Termination by the Master Servicer pursuant to
Section 9.01 and (b) the Class P Principal Distribution Date. Such funds may not
be invested.

                  Section 4.11. ALLOCATION OF REALIZED LOSSES ON THE REMIC I
                                REGULAR INTERESTS.

                  The principal portion of all Realized Losses on the Mortgage
Loans shall be allocated on each Distribution Date first, to REMIC I Regular
Interest LT-A and REMIC I Regular Interest LT-P, until the Uncertificated
Principal Balances have been reduced to zero and



                                      102
<PAGE>


then to REMIC I Regular Interest LT-IO, until the Uncertificated Principal
Balance has been reduced to zero.

                  All Realized Losses on the Mortgage Loans shall be allocated
by the Trustee on each Distribution Date to the following REMIC II Regular
Interests in the specified percentages, as follows: first, to Uncertificated
Interest payable to the REMIC II Regular Interest LT-AA and REMIC II Regular
Interest LT-ZZ up to an aggregate amount equal to the REMIC II Interest Loss
Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated
Principal Balances of the REMIC II Regular Interest LT-AA and REMIC II Regular
Interest LT-ZZ up to an aggregate amount equal to the REMIC II Principal Loss
Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Principal Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest
LT-B and REMIC II Regular Interest LT-ZZ, 98%, 1.00% and 1%, respectively, until
the Uncertificated Principal Balance of REMIC II Regular Interest LT-B has been
reduced to zero; fourth to the Uncertificated Principal Balances of REMIC II
Regular Interest LT-AA, REMIC II Regular Interest LT-M5 and REMIC II Regular
Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest LT-M5 has been reduced to zero; fifth to
the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
II Regular Interest LT-M4 and REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest LT-M4 has been reduced to zero; sixth to the Uncertificated Principal
Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-M3 and
REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC II Regular Interest LT-M3 has been
reduced to zero; seventh to the Uncertificated Principal Balances of REMIC II
Regular Interest LT-AA, REMIC II Regular Interest LT-M2 and REMIC II Regular
Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest LT-M2 has been reduced to zero; and eighth
to the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA,
REMIC II Regular Interest LT-M1 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
1%, respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest LT-M1 has been reduced to zero.



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<PAGE>



                                   ARTICLE V.
                                THE CERTIFICATES

                  Section 5.01. THE CERTIFICATES.

                  The Certificates shall be substantially in the forms attached
hereto as Exhibits A-1 through A-8, B, C and D. The Certificates shall be
issuable in registered form, in the minimum dollar denominations, integral
dollar multiples in excess thereof and aggregate dollar denominations as set
forth in the following table:

                                         Integral                Original
                                         Multiples              Certificate
                    Minimum            in Excess of              Principal
   Class         Denomination             Minimum                 Balance
-----------    -----------------    -------------------    -------------------
A-1                 $20,000               $1,000               $115,000,000
A-2                 $20,000               $1,000               $ 42,459,000
A-IO                $20,000               $1,000               $ 31,927,000(1)
A-R                $99.95(2)                N/A                        $100
M-1                 $20,000               $1,000                $20,283,000
M-2                 $20,000               $1,000                $16,547,000
M-3                 $20,000               $1,000                 $3,203,000
M-4                 $20,000               $1,000                 $5,871,000
M-5                 $20,000               $1,000                 $6,939,000
B                   $20,000               $1,000                 $3,202,000
C                     20%                   1%                           $0
P                     20%                   1%                      $100

(1) Notional amount.
(2) The Tax Matters Person Certificate may be issued in a denomination of $0.05.


                  The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such authentication and
delivery. No Certificate shall be entitled to any benefit under this Agreement,
or be valid for any purpose, unless there appears on such Certificate a
certificate of authentication substantially in the form set forth as attached
hereto executed by the Trustee by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication. On
the Closing Date, the Trustee shall authenticate the Certificates to be issued
at the written direction of the Depositor, or any affiliate thereof.



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                  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 5.09 hereof, 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 authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates
of the same Class and of like 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 that 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 destroyed 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 the Securities Act and such state securities
laws. In the event that a transfer is to be made in reliance upon an exemption
from the Securities Act and such state securities laws, in order to assure
compliance with the Securities Act and such state securities 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 forms 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
Certificateholder desiring to effect such transfer 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



                                      105
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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 Master
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 Master Servicer against
any liability that may result if the Transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No Transfer of an ERISA-Restricted Certificate or a
Subordinate 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 that is a Definitive 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,
or in the event such Certificate is a Class A-R Certificate, such requirement is
satisfied only by the Trustee's receipt of a representation letter from the
transferee substantially in the form of Exhibit I), to the effect that such
transferee is not an employee benefit plan or arrangement subject to Section 406
of ERISA or a plan or arrangement subject to Section 4975 of the Code, nor 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, or (ii) in the case of the
Subordinate Certificates (A) it has acquired and is holding such Certificate in
reliance on the Underwriters' Exemption and that it understands that there are
certain conditions to the availability of the Underwriters' Exemption, including
that the Certificate must be rated, at the time of purchase, not less than
"BBB-" or its equivalent by one of the Rating Agencies or (B) 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 the
conditions of Sections I and III of PTCE 95-60 have been satisfied or (iii) in
the case of any 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 and holding of such ERISA-Restricted
Certificate is permissible under applicable law, will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code and will not subject the Depositor, the Seller, the Master
Servicer or Trustee to any obligation, or liability (including liabilities or
obligations under ERISA or Section 4975 of the Code) 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 Book-Entry Certificate or



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a Class A-R Certificate, in the event the representation letter referred to in
the preceding sentence is not so furnished, such representation shall be deemed
to have been made to the Trustee by the transferee's (including an initial
acquiror's) acceptance of such ERISA-Restricted Certificate. Notwithstanding
anything else to the contrary herein, any purported transfer of an
ERISA-Restricted Certificate or a Subordinate Certificate to or on behalf of an
employee benefit plan subject to ERISA or 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. Any purported beneficial owner whose acquisition
or holding of the Certificate or interest therein was effected in violation of
the conditions described in this paragraph shall indemnify and hold harmless the
Depositor, the Trustee, the Master Servicer, the Seller, any Subservicer and the
Trust Fund from and against any and all liabilities, claims, costs or expenses
incurred by those parties as a result of that acquisition or holding.

                  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.

               (c) Each Person who has or who acquires any Ownership Interest in
         a Class A-R Certificate shall be deemed by the acceptance or
         acquisition of such Ownership Interest to have agreed to be bound by
         the following provisions, and the rights of each Person acquiring any
         Ownership Interest in a Class A-R Certificate are expressly subject to
         the following provisions:

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

               (ii) No Ownership Interest in a Class A-R Certificate may be
         registered on the Closing Date or thereafter transferred, and the
         Trustee shall not register the Transfer of any Class A-R Certificate
         unless, in addition to the representation letters 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 Class A-R 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 Class A-R 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 Class A-R
         Certificate and (C) not to Transfer its Ownership Interest in a Class
         A-R Certificate or to cause the Transfer of an Ownership Interest in a
         Class A-R Certificate to any other Person if it has actual knowledge
         that such Person is not a Permitted Transferee.


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               (iv) Any attempted or purported Transfer of any Ownership
         Interest in a Class A-R 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 Class A-R 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 Class A-R
         Certificate. The Trustee shall be under no liability to any Person for
         any registration of Transfer of a Class A-R 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 Class A-R
         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 Class A-R 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 under Section 860E(e) of the Code
         as a result of a Transfer of an Ownership Interest in a Class A-R
         Certificate to any Holder who is not a Permitted Transferee.

                  The restrictions on Transfers of a Class A-R Certificate set
forth in this Section 5.02(c) shall cease to apply (and the applicable portions
of the legend on a Class A-R 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 Master Servicer, to the effect that the elimination of such
restrictions will not cause any REMIC 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 Class A-R Certificate hereby
consents to any amendment of this Agreement that, 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 Class A-R 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 Class A-R
Certificate that 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 representation letters
and opinions referred to above in this Section 5.02 in connection with any
Transfers shall be at the expense of the parties to such Transfers.


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                  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 of the ownership thereof and
(b) there is delivered to the Master Servicer and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Trustee that such Certificate has been acquired by a
bona fide purchaser, the Trustee shall execute, authenticate 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 in the Trust Fund, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time. All Certificates surrendered to the Trustee under
the terms of this Section 5.03 shall be canceled and destroyed by the Trustee in
accordance with its standard procedures without liability on its part.

                  Section 5.04. PERSONS DEEMED OWNERS.

                  The Master Servicer, the Trustee and any agent of the Master
Servicer 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 neither the Master Servicer, the Trustee nor any agent of the
Master Servicer or the Trustee shall be affected by any notice to the contrary.

                  Section 5.05. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
                                ADDRESSES.

                  If three or more Certificateholders and/or Certificate Owners
(a) request such information in writing from the Trustee, (b) state that such
Certificateholders and/or Certificate Owners desire to communicate with other
Certificateholders and/or Certificate Owners with respect to their rights under
this Agreement or under the Certificates, and (c) provide a copy of the
communication that such Certificateholders and/or Certificate Owners propose to
transmit or if the Depositor or Master 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 Master Servicer or
such Certificateholders and/or Certificate Owners at such recipients' expense
the most recent list of the Certificateholders and/or Certificate Owners of the
Trust Fund held by the Trustee, if any. The Depositor and every
Certificateholder or Certificate Owner, 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.



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                  Section 5.06. BOOK-ENTRY CERTIFICATES.

                  The Regular Certificates, upon original issuance, shall be
issued in the form of one or more typewritten Certificates representing the
Book-Entry Certificates, to be delivered to the Depository by or on behalf of
the Depositor. Such Certificates shall initially be registered on the
Certificate Register in the name of the Depository or its nominee, and no
Certificate Owner of such Certificates will receive a definitive certificate
representing such Certificate Owner's interest in such Certificates, except as
provided in Section 5.08. Unless and until definitive, fully registered
Certificates ("Definitive Certificates") have been issued to the Certificate
Owners of such Certificates pursuant to Section 5.08:

                  (a) the provisions of this Section shall be in full force and
effect;

                  (b) the Depositor, the Seller, the Master Servicer and the
Trustee may deal with the Depository and the Depository Participants for all
purposes (including the making of distributions) as the authorized
representative of the respective Certificate Owners of such Certificates;

                  (c) registration of the Book-Entry Certificates may not be
transferred by the Trustee except to another Depository;

                  (d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of such Certificates and the Depository and/or the Depository
Participants. Pursuant to the Depository Agreement, unless and until Definitive
Certificates are issued pursuant to Section 5.08, the Depository will make
book-entry transfers among the Depository Participants and receive and transmit
distributions of principal and interest on the related Certificates to such
Depository Participants;

                  (e) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants;

                  (f) the Trustee may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to its
Depository Participants; and

                  (g) to the extent that the provisions of this Section conflict
with any other provisions of this Agreement, the provisions of this Section
shall control.

                  For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of,
Certificateholders evidencing a specified percentage of the aggregate unpaid
principal amount of any Class of Certificates, such direction or consent may be
given by Certificate Owners (acting through the Depository and the Depository
Participants) owning Book-Entry Certificates evidencing the requisite percentage
of principal amount of such Class of Certificates.



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                  Section 5.07. NOTICES TO DEPOSITORY.

                  Whenever any notice or other communication is required to be
given to Certificateholders of the Class with respect to which Book-Entry
Certificates have been issued, unless and until Definitive Certificates shall
have been issued to the related Certificate Owners, the Trustee shall give all
such notices and communications to the Depository.

                  Section 5.08. DEFINITIVE CERTIFICATES.

                  If, after Book-Entry Certificates have been issued with
respect to any Certificates, (a) the Depositor advises the Trustee that the
Depository is no longer willing or able to discharge properly its
responsibilities under the Depository Agreement with respect to such
Certificates and the Trustee or the Depositor is unable to locate a qualified
successor, (b) the Depositor, at its sole option, advises the Trustee that it
elects to terminate the book-entry system with respect to such Certificates
through the Depository or (c) after the occurrence and continuation of an Event
of Default, Certificate Owners of such Book-Entry Certificates having not less
than 51% of the Voting Rights evidenced by any Class of Book-Entry Certificates
advise the Trustee and the Depository in writing through the Depository
Participants that the continuation of a book-entry system with respect to
Certificates of such Class through the Depository (or its successor) is no
longer in the best interests of the Certificate Owners of such Class, then the
Trustee shall notify all Certificate Owners of such Certificates, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners of such Class requesting the same.
The Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates.
Upon surrender to the Trustee of any such Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall authenticate and deliver such Definitive Certificates. Neither
the Depositor nor the Trustee shall be liable for any delay in delivery of such
instructions and each may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of such 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 such Definitive
Certificates as Certificateholders hereunder.

                  Section 5.09. 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 New York City where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates its offices at 101 Barclay Street, New York, New
York 10286, Attention: Corporate Trust MBS Administration, as offices 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 MASTER SERVICER AND THE SELLER

                  Section 6.01. RESPECTIVE LIABILITIES OF THE DEPOSITOR, THE
                                MASTER SERVICER AND THE SELLER.

                  The Depositor, the Master Servicer and the Seller 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
                                MASTER SERVICER OR THE SELLER.

                  Each of the Depositor and the Seller will 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 duties under this Agreement. The Master
Servicer will keep in effect its existence, rights and franchises as a limited
partnership under the laws of the United States or under the laws of one of the
states thereof and will obtain and preserve its qualification or registration to
do business as a foreign partnership in each jurisdiction in which such
qualification or registration is or shall be necessary to protect the validity
and enforceability of this Agreement or any of the Mortgage Loans and to perform
its duties under this Agreement.

                  Any Person into which the Depositor, the Master Servicer or
the Seller may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Depositor, the Master Servicer or the
Seller shall be a party, or any person succeeding to the business of the
Depositor, the Master Servicer or the Seller, shall be the successor of the
Depositor, the Master Servicer or the Seller, 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 that the successor or surviving Person to the Master Servicer shall be
qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac.

                  Section 6.03. LIMITATION ON LIABILITY OF THE DEPOSITOR, THE
                                SELLER, THE MASTER SERVICER AND OTHERS.

                  None of the Depositor, the Seller, the Master Servicer or any
of the directors, officers, employees or agents of the Depositor, the Seller or
the Master Servicer shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided that this provision shall not protect the Depositor, the Seller, the
Master Servicer or any



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such Person against any breach of representations or warranties made by it
herein or protect the Depositor, the Seller, the Master Servicer or any such
Person from any liability that would otherwise be imposed by reasons of willful
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 Master Servicer and any director, officer, employee or agent of
the Depositor, the Seller or the Master Servicer may rely in good faith on any
document of any kind PRIMA FACIE properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Seller, the Master
Servicer and any director, officer, employee or agent of the Depositor, the
Seller or the Master Servicer shall be indemnified by the Trust Fund and held
harmless against any loss, liability or expense incurred in connection with any
audit, controversy or judicial proceeding relating to a governmental taxing
authority or any legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense related to any specific Mortgage Loan
or Mortgage Loans (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement) and any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or gross negligence
in the performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder. None of the Depositor, the Seller or the
Master 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
that in its opinion may involve it in any expense or liability; provided that
any of the Depositor, the Seller or the Master 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 Master Servicer shall be entitled to be reimbursed therefor out
of the Certificate Account as provided by Section 3.08 hereof.

                  Section 6.04. LIMITATION ON RESIGNATION OF MASTER SERVICER.

                  The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except upon determination that its duties hereunder
are no longer permissible under applicable law. Any such determination
permitting the resignation of the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
shall become effective until the Trustee or a successor servicer to such
appointment shall have assumed the Master Servicer's responsibilities, duties,
liabilities and obligations hereunder.

                  Section 6.05. ERRORS AND OMISSIONS INSURANCE; FIDELITY BONDS.

                  The Master Servicer shall, for so long as it acts as servicer
under this Agreement, obtain and maintain in force (a) a policy or policies of
insurance covering errors and omissions in the performance of its obligations as
servicer hereunder, and (b) a fidelity bond in respect of its officers,
employees and agents. Each such policy or policies and bond shall, together,
comply with the requirements from time to time of Fannie Mae or Freddie Mac for
persons performing



                                      113
<PAGE>


servicing for mortgage loans purchased by Fannie Mae or Freddie Mac. In the
event that any such policy or bond ceases to be in effect, the Master Servicer
shall use its reasonable best efforts to obtain a comparable replacement policy
or bond from an insurer or issuer, meeting the requirements set forth above as
of the date of such replacement.





                                      114

<PAGE>


                                  ARTICLE VII.

                     DEFAULT; TERMINATION OF MASTER SERVICER

                  Section 7.01. EVENTS OF DEFAULT.

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

               (i) any failure by the Master Servicer to deposit in the
         Certificate Account or the Distribution Account or remit to the Trustee
         any payment (excluding a payment required to be made under Section 4.01
         hereof) required to be made under the terms of this Agreement, which
         failure shall continue unremedied for five calendar days and, with
         respect to a payment required to be made under Section 4.01 hereof, for
         one calendar day, after the date on which written notice of such
         failure shall have been given to the Master Servicer by the Trustee,
         the Seller or the Depositor, or to the Trustee and the Master Servicer
         by the Holders of Certificates evidencing not less than 25% of the
         Voting Rights evidenced by the Certificates; or

               (ii) any failure by the Master Servicer to observe or perform in
         any material respect any other of the covenants or agreements on the
         part of the Master Servicer contained in this Agreement or any
         representation or warranty shall prove to be untrue, which failure or
         breach shall continue unremedied for a period of 60 days after the date
         on which written notice of such failure shall have been given to the
         Master Servicer by the Trustee or the Depositor, or to the Trustee by
         the Holders of Certificates evidencing not less than 25% of the Voting
         Rights evidenced by the Certificates; provided that the sixty-day cure
         period shall not apply to the initial delivery of the Mortgage File for
         Delay Delivery Mortgage Loans nor the failure to repurchase or
         substitute in lieu thereof; or

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

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

               (v) the Master Servicer shall admit in writing its inability to
         pay its debts generally as they become due, file a petition to take
         advantage of, or commence a voluntary case under, any applicable
         insolvency or reorganization statute, make an



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         assignment for the benefit of its creditors, or voluntarily suspend
         payment of its obligations; or

               (vi) the Master Servicer shall fail to reimburse in full the
         Trustee within five days of the Master Servicer Advance Date for any
         Advance made by the Trustee pursuant to Section 4.01(b) together with
         accrued and unpaid interest.

                  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 shall, but only at the direction of the Holders of Certificates
evidencing not less than 25% of the Voting Rights evidenced by the Certificates,
by notice in writing to the Master Servicer (with a copy to each Rating Agency),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder. On or after the receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer hereunder, whether with respect to the Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee. The Trustee shall thereupon make any
Advance described in Section 4.01 hereof subject to Section 3.04 hereof. The
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Master Servicer, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. Unless expressly provided in such written
notice, no such termination shall affect any obligation of the Master Servicer
to pay amounts owed pursuant to Article VIII. The Master Servicer agrees to
cooperate with the Trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer to the Trustee of all cash amounts which shall at the time be credited
to the Certificate Account, or thereafter be received with respect to the
Mortgage Loans. The Trustee shall promptly notify the Rating Agencies of the
occurrence of an Event of Default.

                  Notwithstanding any termination of the activities of a Master
Servicer hereunder, such Master Servicer shall be entitled to receive, out of
any late collection of a Scheduled Payment on a Mortgage Loan that was due prior
to the notice terminating such Master Servicer's rights and obligations as
Master Servicer hereunder and received after such notice, that portion thereof
to which such Master Servicer would have been entitled pursuant to Sections
3.08(a)(i) through (viii), and any other amounts payable to such Master Servicer
hereunder the entitlement to which arose prior to the termination of its
activities hereunder.

                  Section 7.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

                  On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 hereof, the Trustee shall, to the extent
provided in Section 3.04, be the successor to the Master Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof



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<PAGE>


and applicable law including the obligation to make advances pursuant to Section
4.01. As compensation therefor, the Trustee shall be entitled to all fees, costs
and expenses relating to the Mortgage Loans that the Master Servicer would have
been entitled to if the Master Servicer had continued to act hereunder.
Notwithstanding the foregoing, if the Trustee has become the successor to the
Master Servicer in accordance with Section 7.01 hereof, 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 Section 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 as the successor to the Master Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Master Servicer hereunder. Any successor Master Servicer shall be an
institution that is a Fannie Mae and Freddie Mac approved seller/servicer in
good standing, that has a net worth of at least $15,000,000, and that is willing
to service the Mortgage Loans and executes and delivers to the Depositor and the
Trustee an agreement accepting such delegation and assignment, that contains an
assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of the Master Servicer (other than liabilities of
the Master Servicer under Section 6.03 hereof incurred prior to termination of
the Master Servicer under Section 7.01), with like effect as if originally named
as a party to this Agreement; and provided further that each Rating Agency
acknowledges that its rating of the Certificates in effect immediately prior to
such assignment and delegation will not be qualified or reduced as a result of
such assignment and delegation. No appointment of a successor to the Master
Servicer hereunder shall be effective until the Trustee shall have consented
thereto, and written notice of such proposed appointment shall have been
provided by the Trustee to each Certificateholder. The Trustee shall not resign
as servicer until a successor servicer has been appointed and has accepted such
appointment. Pending appointment of a successor to the Master Servicer
hereunder, the Trustee, unless the Trustee is prohibited by law from so acting,
shall, subject to Section 3.04 hereof, 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
Mortgage Loans as it and such successor shall agree; provided that no such
compensation shall be in excess of that permitted the Master Servicer hereunder.
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
hereunder 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 Master Servicer to deliver or provide, or any delay
in delivering or providing, any cash, information, documents or records to it.

                  Any successor to the Master Servicer as 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
Master Servicer is required to maintain pursuant to Section 6.05.



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                  In connection with the termination or resignation of the
Master Servicer hereunder, either (i) the successor Master Servicer, including
the Trustee if the Trustee is acting as successor Master Servicer, shall
represent and warrant that it is a member of MERS in good standing and shall
agree to comply in all material respects with the rules and procedures of MERS
in connection with the servicing of the Mortgage Loans that are registered with
MERS, or (ii) the predecessor Master Servicer shall cooperate with the successor
Master Servicer in causing MERS to execute and deliver an assignment of Mortgage
in recordable form to transfer the Mortgage from MERS to the Trustee and to
execute and deliver such other notices, documents and other instruments as may
be necessary or desirable to effect a transfer of such Mortgage Loan or
servicing of such Mortgage Loan on the MERS(R) System to the successor Master
Servicer. The predecessor Master Servicer shall file or cause to be filed any
such assignment in the appropriate recording office. The successor Master
Servicer shall cause such assignment to be delivered to the Trustee or the
Custodian promptly upon receipt of the original with evidence of recording
thereon or a copy certified by the public recording office in which such
assignment was recorded.

                  Section 7.03. NOTIFICATION TO CERTIFICATEHOLDERS.

                  (a) Upon any termination of or appointment of a successor to
the Master Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders 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 known to the Trustee, unless such Event of
Default shall have been cured or waived.



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                                 ARTICLE VIII.

                             CONCERNING THE TRUSTEE

                  Section 8.01. DUTIES OF 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 conform
to the requirements of this Agreement, to the extent provided in this Agreement.
If any such instrument is found not to conform to the requirements of this
Agreement in a material manner, the Trustee shall take action as it deems
appropriate to have the instrument corrected.

                  No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own grossly negligent action, its own gross
negligent failure to act or its own misconduct, its grossly negligent failure to
perform its obligations in compliance with this Agreement, or any liability that
would be imposed by reason of its willful misfeasance or bad faith; provided
that:

               (i) prior to the occurrence of an Event of Default, and after the
         curing of all such Events of Default that may have occurred, the duties
         and obligations of the Trustee shall be determined solely by the
         express provisions of this Agreement, the Trustee shall not be liable,
         individually or as Trustee, 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 that it reasonably
         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, individually or as Trustee,
         for an error of judgment made in good faith by a Responsible Officer or
         Responsible Officers of the Trustee, unless the Trustee was grossly
         negligent or acted in bad faith or with willful misfeasance;




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<PAGE>


               (iii) the Trustee shall not be liable, individually or as
         Trustee, 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 each Class of Certificates evidencing not less than 25% of the
         Voting Rights of such Class 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; and

               (iv) without in any way limiting the provisions of this Section
         8.01 or Section 8.02 hereof, the Trustee shall be entitled to rely
         conclusively on the information delivered to it by the Master Servicer
         in a Trustee Advance Notice in determining whether or not it is
         required to make an Advance under Section 4.01(b), shall have no
         responsibility to ascertain or confirm any information contained in any
         Trustee Advance Notice, and shall have no obligation to make any
         Advance under Section 4.01(b) in the absence of a Trustee Advance
         Notice or actual knowledge of a Responsible Officer that a required
         Advance was not made.

                  Section 8.02. CERTAIN MATTERS AFFECTING THE TRUSTEE.

                 (a) Except as otherwise provided in Section 8.01:

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

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

               (iii) the Trustee shall not be liable, individually or as
         Trustee, 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) prior to the occurrence of an Event of Default hereunder and
         after the curing of all Events of Default that may have occurred, the
         Trustee shall not be bound to make any investigation into the facts or
         matters stated in any resolution, certificate, statement, instrument,
         opinion, report, notice, request, consent, order, approval, bond or
         other paper or document, unless requested in writing so to do by
         Holders of each Class of Certificates evidencing not less than 25% of
         the Voting Rights of such Class;

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



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

               (vii) the Trustee shall not be liable, individually or as
         Trustee, for any loss on any investment of funds pursuant to this
         Agreement (other than in its commercial capacity 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 or powers vested in it by this Agreement or to make any
         investigation of matters arising hereunder or to institute, conduct or
         defend any litigation hereunder or in relation hereto at the request,
         order or direction of any of the Certificateholders, pursuant to the
         provisions of this Agreement, unless such Certificateholders shall have
         offered to the Trustee reasonable security or indemnity against the
         costs, expenses and liabilities that may be incurred therein or
         thereby.

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

                  Section 8.03. TRUSTEE NOT LIABLE FOR MORTGAGE LOANS.

                  The recitals contained herein shall be taken as the statements
of the Depositor or the Master Servicer, 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 any
Mortgage Loan or related document or of MERS or the MERS(R) System other than
with respect to the Trustee's execution and authentication of the Certificates.
The Trustee shall not be accountable for the use or application by the Depositor
or the Master Servicer of any funds paid to the Depositor or the Master Servicer
in respect of the Mortgage Loans or deposited in or withdrawn from the
Certificate Account by the Depositor or the Master Servicer.

                  Section 8.04. TRUSTEE MAY OWN CERTIFICATES.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Certificates with the same rights as it would have if it
were not the Trustee.



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                  Section 8.05. MASTER SERVICER TO PAY TRUSTEE'S FEES AND
                                EXPENSES.

                  The Master Servicer covenants and agrees to pay or reimburse
the Trustee, upon its request, for all reasonable expenses, disbursements and
advances incurred or made by the Trustee on behalf of the Trust Fund in
accordance with any of the provisions of this Agreement (including, without
limitation: (A) the reasonable compensation and the expenses and disbursements
of its counsel, but only for representation of the Trustee acting in its
capacity as Trustee hereunder and (B) to the extent that the Trustee must engage
persons not regularly in its employ to perform acts or services on behalf of the
Trust Fund, which acts or services are not in the ordinary course of the duties
of a trustee, paying agent or certificate registrar, in the absence of a breach
or default by any party hereto, the reasonable compensation, expenses and
disbursements of such persons, except any such expense, disbursement or advance
as may arise from its negligence, bad faith or willful misconduct). The Trustee
and any director, officer, employee or agent of the Trustee shall be indemnified
by the Master Servicer and held harmless against any loss, liability or expense
(i) incurred in connection with any legal action relating to this Agreement or
the Certificates, or in connection with 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 by reason of reckless disregard of the Trustee's
obligations and duties hereunder and (ii) resulting from any error in any tax or
information return prepared by the Master Servicer. Such indemnity shall survive
the termination of this Agreement or the resignation or removal of the Trustee
hereunder.

                  Section 8.06. ELIGIBILITY REQUIREMENTS FOR 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 that would not cause any of the Rating Agencies to reduce their
respective ratings of any Class of Certificates below the ratings issued on the
Closing Date (or having provided such security from time to time as is
sufficient to avoid such reduction). 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 hereof. The corporation or
national banking association serving as Trustee may have normal banking and
trust relationships with the Depositor, the Seller and the Master Servicer and
their respective affiliates; provided that such corporation cannot be an
affiliate of the Master Servicer other than the Trustee in its role as successor
to the Master Servicer.



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<PAGE>


                  Section 8.07. RESIGNATION AND REMOVAL OF TRUSTEE.

                  The Trustee may at any time resign and be discharged from the
trusts hereby created by (1) giving written notice of resignation to the
Depositor and the Master Servicer and by mailing notice of resignation by first
class mail, postage prepaid, to the Certificateholders at their addresses
appearing on the Certificate Register 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 (2) acceptance of appointment by a
successor trustee in accordance with Section 8.08 and meeting the qualifications
set forth in Section 8.06. If no successor trustee shall have been so appointed
and have accepted appointment within 30 days after the giving of such notice or
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

                  If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 hereof and shall fail to resign
after written request thereto by the Depositor, (ii) 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
(iii)(A) a tax is imposed with respect to the Trust Fund by any state in which
the Trustee or the Trust Fund is located, (B) the imposition of such tax would
be avoided by the appointment of a different trustee and (C) the Trustee fails
to indemnify the Trust Fund against such tax, then the Depositor or the Master
Servicer may remove the Trustee and appoint a successor trustee by written
instrument, in triplicate, one copy of which instrument shall be delivered to
the Trustee, one copy of which shall be delivered to the Master Servicer and one
copy of which shall be delivered to the successor trustee.

                  The Holders evidencing at least 51% of the Voting Rights of
each Class of Certificates 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 instruments shall be delivered by the successor Trustee to the Master
Servicer 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 by the Successor Trustee.

                  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 hereof.

                  Section 8.08. SUCCESSOR TRUSTEE.

                  Any successor trustee appointed as provided in Section 8.07
hereof shall execute, acknowledge and deliver to the Depositor, its predecessor
trustee and the Master Servicer 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



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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.

                  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 hereof 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 ten 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 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 substantially all of the corporate trust
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 hereof 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.

                  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 Master Servicer and the Trustee acting jointly shall
have the power and shall execute and deliver all instruments to appoint one or
more Persons approved by the Trustee to act as 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
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so, or in 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.



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<PAGE>


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

               (i) All rights, powers, duties and obligations conferred or
         imposed upon the Trustee, except for the obligation of the Trustee
         under this Agreement to advance funds on behalf of the Master Servicer,
         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 Master Servicer hereunder), the
         Trustee shall be incompetent or unqualified to perform such act or
         acts, in which event such rights, powers, duties and obligations
         (including the holding of title to the Trust 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

               (iii) The Trustee may at any time accept the resignation of or
         remove any separate trustee or co-trustee.

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



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<PAGE>


"real estate mortgage investment conduit" as defined in and in accordance with
the REMIC 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 Returns (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 REMIC created hereunder 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 for the
Trust Fund; (c) make or cause to be made elections, on behalf of each REMIC
created hereunder to be treated as a REMIC on the federal tax return of each
such REMIC 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 Class A-R 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 the affairs of
the Trust Fund at all times that any Certificates are outstanding so as to
maintain the status of each REMIC created hereunder 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 of any REMIC
created hereunder; (h) pay, from the sources specified in the last paragraph of
this Section 8.11, the amount of any federal, state and local taxes, including
prohibited transaction taxes as described below, imposed on any REMIC created
hereunder prior to the termination of the Trust Fund 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) sign or cause to
be signed federal, state or local income tax or information returns; (j)
maintain records relating to each REMIC created hereunder, including but not
limited to the income, expenses, assets and liabilities of each such REMIC, and
the fair market value and adjusted basis of the Trust Fund property determined
at such intervals as may be required by the Code, as may be necessary to prepare
the foregoing



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<PAGE>


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 any
REMIC created hereunder, 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 any REMIC created hereunder in
relation to any tax matter involving any such REMIC.

                  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 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, 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, omissions 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, any federal, state or local tax or
minimum tax imposed upon the Trust Fund pursuant to Sections 23153 and 24872 of
the California Revenue and Taxation Code 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) (x) the Master Servicer, in the case of any such minimum
tax, and (y) any party hereto (other than the Trustee) to the extent any such
other tax arises out of or results from a breach by such other party of any of
its obligations under this Agreement or (iii) in all other cases, or in the
event that any liable party here fails to honor its obligations under the
preceding clauses (i) or (ii), any such tax will be paid first with amounts
otherwise to be distributed to the Class A-R Certificateholders , and second
with amounts otherwise to be distributed to all other Certificateholders in the
following order of priority: first, to the Class B Certificates (pro rata),
second, to the Class M-5 Certificates (pro rata), third, to the Class M-4
Certificates (pro rata), fourth, to the Class M-3 Certificates (pro rata),
fifth, to the Class M-2 Certificates (pro rata), sixth, to the Class M-1
Certificates (pro rata), and seventh, to the Class A-1 Certificates and A-2
certificates (pro rata). Notwithstanding anything to the contrary contained
herein, to the extent that such tax is payable by the Class A-R Certificates,
the Trustee is hereby authorized to retain on any Distribution Date, from the
Holders of the Class A-R Certificates (and, if necessary, second, from the
Holders of the all other Certificates in the priority specified in the preceding



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<PAGE>


sentence), funds otherwise distributable to such Holders in an amount sufficient
to pay such tax. The Trustee agrees to promptly notify in writing the party
liable for any such tax of the amount thereof and the due date for the payment
thereof.

                  The Trustee shall treat the rights of the Class A-1, Class
A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class B
Certificateholders to receive payments from the Carryover Reserve Fund as rights
in the Corridor Contract written by the Corridor Contract Counterparty with
respect to the Net Rate Carryover funded by the Corridor Contract and Excess
Cashflow, in favor of the Certificateholders (other than the Holders of the
Class A-IO, Class A-R, Class C and Class P Certificates). Thus, each Certificate
(other than the Class A-IO, Class A-R, Class C and Class P Certificates) shall
be treated as representing ownership of not only REMIC II Regular Interests, but
also ownership of an interest in an interest rate corridor contract. For
purposes of determining the issue price of the REMIC III Regular Interests, the
Trustee shall assume that the Corridor Contract has a value of $170,000.




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                                  ARTICLE IX.

                                   TERMINATION

                  Section 9.01. TERMINATION UPON LIQUIDATION OR REPURCHASE OF
                                ALL MORTGAGE LOANS.

         (a) Subject to Section 9.03, the obligations and responsibilities of
the Depositor, the Seller, the Master Servicer and the Trustee created hereby
with respect to the Trust Fund shall terminate upon the earlier of (a) the
purchase by the Master Servicer of all Mortgage Loans (and REO Properties)
remaining in the Trust Fund at the price equal to the sum of (i) 100% of the
Stated Principal Balance of each Mortgage Loan plus one month's accrued interest
thereon at the applicable Adjusted Mortgage Rate, (ii) 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 Master
Servicer at the expense of the Master Servicer and (y) the Stated Principal
Balance of each Mortgage Loan related to any REO Property, and (iii) any
remaining unpaid costs and damages incurred by the Trust Fund that arises out of
a violation of any predatory or abusive lending law that also constitutes an
actual breach of representation (xxxiv) of Section 2.03 hereof, in all cases
plus accrued and unpaid interest thereon at the applicable Adjusted 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 of all amounts required to be distributed to them pursuant to
this Agreement. In no event shall the trusts created hereby continue beyond the
earlier of (i) 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 and (ii) the Latest Possible
Maturity Date.

         (b) The right to purchase all Mortgage Loans and REO Properties by the
Master Servicer (the party exercising such purchase option, the "Terminator")
pursuant to clause (a) above shall be conditioned upon the Stated Principal
Balance of the Mortgage Loans, at the time of any such repurchase, aggregating
ten percent (10%) or less of the Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date.

                  Section 9.02. FINAL DISTRIBUTION ON THE CERTIFICATES.

                  If on any Determination Date, (i) the Master Servicer
determines that there are no Outstanding Mortgage Loans and no other funds or
assets in the Trust Fund other than the funds in the Certificate Account, the
Master Servicer shall direct the Trustee to send a final distribution notice
promptly to each Certificateholder or (ii) the Trustee determines that a Class
of Certificates shall be retired after a final distribution on such Class, the
Trustee shall notify the related Certificateholders within five (5) Business
Days after such Determination Date that the final distribution in retirement of
such Class of Certificates is scheduled to be made on the



                                      129
<PAGE>


immediately following Distribution Date. Any final distribution made pursuant to
the immediately preceding sentence will be made only upon presentation and
surrender of the related Certificates at the Corporate Trust Office of the
Trustee. If the Terminator elects to terminate the Trust Fund pursuant to clause
(a) of Section 9.01, at least 20 days prior to the date notice is to be mailed
to the Certificateholders, such electing party shall notify the Depositor and
the Trustee of the date such electing party intends to terminate the Trust Fund
and of the applicable repurchase price of the related Mortgage Loans and REO
Properties.

                  Notice of any termination of the Trust Fund, specifying the
Distribution Date on which related Certificateholders may surrender their
Certificates for payment of the final distribution and cancellation, shall be
given promptly by the Trustee by letter to related Certificateholders mailed not
earlier than the 10th day and no later than the 15th day of the month
immediately preceding the month of such final distribution. Any such notice
shall specify (a) the Distribution Date upon which final distribution on related
Certificates will be made upon presentation and surrender of such 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 to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of such Certificates at the office therein specified.
The Master Servicer will give such notice to each Rating Agency at the time such
notice is given to the affected Certificateholders.

                  In the event such notice is given, the Master Servicer shall
cause all funds in the Certificate Account to be remitted to the Trustee for
deposit in the Distribution Account on the Business Day prior to the applicable
Distribution Date in an amount equal to the final distribution in respect of the
related Certificates. Upon such final deposit and the receipt by the Trustee of
a Request for Release therefor, the Trustee shall promptly release to the Master
Servicer the Mortgage Files for the related Mortgage Loans.

                  Upon presentation and surrender of the related Certificates,
the Trustee shall cause to be distributed to Certificateholders of each affected
Class the amounts allocable to such Certificates held in the Distribution
Account (and, if applicable, the Carryover Reserve Fund) in the order and
priority set forth in Section 4.04 hereof on the final Distribution Date and in
proportion to their respective Percentage Interests.

                  In the event that any affected Certificateholders shall not
surrender related 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 related
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 that remain a part of the Trust Fund. If within one year after the second
notice all related



                                      130
<PAGE>


Certificates shall not have been surrendered for cancellation, the Class A-R
Certificates shall be entitled to all unclaimed funds and other assets that
remain subject hereto.

                  Section 9.03. ADDITIONAL TERMINATION REQUIREMENTS.

                  (a) In the event the Master Servicer exercises its purchase
option on the Mortgage Loans, 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 Master Servicer, to the effect
that the failure of the Trust Fund to comply with the requirements of this
Section 9.03 will not (i) result in the imposition of taxes on "prohibited
transactions" of a REMIC, or (ii) cause any REMIC created hereunder to fail to
qualify as a REMIC at any time that any Certificates are outstanding:

                         (1) The Master Servicer shall establish a 90-day
liquidation period and notify the Trustee thereof, which shall in turn specify
the first day of such period in a statement attached to the Trust Fund's final
Tax Return pursuant to Treasury Regulation Section 1.860F-1. The Master Servicer
shall prepare a plan of complete liquidation and shall otherwise satisfy all the
requirements of a qualified liquidation under Section 860F of the Code and any
regulations thereunder, as evidenced by an Opinion of Counsel obtained at the
expense of the Master Servicer;

                         (2) During such 90-day liquidation period, and at or
prior to the time of making the final payment on the Certificates, the Master
Servicer as agent of the Trustee shall sell all of the assets of the Trust Fund
for cash; and

                         (3) At the time of the making of the final payment on
the Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited, to the Class A-R Certificateholders all cash on hand
(other than cash retained to meet claims) related to such Class of Certificates,
and the Trust Fund shall terminate at that time.

                  (b) By their acceptance of the Certificates, the Holders
thereof hereby authorize the Master Servicer to specify the 90-day liquidation
period for the Trust Fund, which authorization shall be binding upon all
successor Certificateholders.

                  (c) The Trustee as agent for each REMIC created hereunder
hereby agrees to adopt and sign such a plan of complete liquidation upon the
written request of the Master Servicer, and, together with the holders of the
Class A-R Certificates, agree to take such other action in connection therewith
as may be reasonably requested by the Master Servicer.



                                      131
<PAGE>


                                   ARTICLE X.

                            MISCELLANEOUS PROVISIONS

                  Section 10.01. AMENDMENT.

                  This Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Seller and the Trustee, without the consent
of any of the Certificateholders to cure any ambiguity, to correct or supplement
any provisions herein, to make such other provisions with respect to matters or
questions arising under this Agreement, as shall not be inconsistent with any
other provisions herein or to give effect to the expectations of the investors
if such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder; provided
that any such amendment shall be deemed not to adversely affect in any material
respect the interests of the Certificateholders and no such Opinion of Counsel
shall be required if the Person requesting such amendment obtains a letter from
each Rating Agency stating that such 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 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. Notwithstanding the foregoing, no amendment that
significantly changes the permitted activities of the trust created by this
Agreement may be made without the consent of Certificateholders representing not
less than 51% of the Voting Rights of each Class of Certificates affected by
such amendment.

                  The Trustee, the Depositor, the Master Servicer and the Seller
may also 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 appropriate to maintain the
qualification of the Trust Fund as a REMIC under the Code or to avoid or
minimize the risk of the imposition of any tax on the Trust Fund pursuant to the
Code that would be a claim against the Trust Fund at any time prior to the final
redemption of the Certificates, provided that the Trustee 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, to the
effect that such action is necessary or appropriate to maintain such
qualification or to avoid or minimize the risk of the imposition of such a tax.

                  This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Seller and the Trustee and the Holders of
each Class of Certificates adversely affected thereby evidencing not less than a
majority Percentage Interest of the Voting Rights of such Class 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 that no such amendment pursuant to this
paragraph 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



                                       132
<PAGE>


other than as described in (i), without the consent of the Holders of
Certificates of such Class evidencing 66% or more of the Voting Rights of such
Class, 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.

                  Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel, which opinion shall be an expense of
the party requesting such amendment but in any case shall not be an expense of
the Trustee, to the effect that such amendment will not cause the imposition of
any tax on the Trust Fund or the Certificateholders or cause the Trust Fund 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 requiring the consent of Certificateholders, the Trustee shall furnish
written notification of the substance of such amendment to each
Certificateholder and each Rating Agency.

                  It shall not be necessary for the consent of
Certificateholders under this Section 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.

                  Nothing in this Agreement shall require the Trustee to enter
into an amendment without receiving an Opinion of Counsel, 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 is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer at its expense.

                  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.


                                      133
<PAGE>


                  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 WITHOUT
REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

                  Section 10.04. INTENTION OF PARTIES.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Notes, Mortgages, assignments of Mortgages, title
insurance policies and any modifications, extensions and/or assumption
agreements and private mortgage insurance policies relating to the Mortgage
Loans by the Depositor to the Trustee be, and be construed as, an absolute sale
thereof to the Trustee. It is, further, not the intention of the parties that
such conveyance be deemed a pledge thereof by the Depositor to the Trustee.
However, in the event that, notwithstanding the intent of the parties, such
assets 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 such assets,
then (i) this Agreement shall be deemed to be a security agreement (within the
meaning of the Uniform Commercial Code of the State of New York) with respect to
all such assets and security interests and (ii) the conveyance provided for in
this Agreement shall be deemed to be an assignment and a grant pursuant to the
terms of this Agreement by the Depositor to the Trustee, for the benefit of the
Certificateholders, of a security interest in all of the assets that constitute
the Trust Fund, whether now owned or hereafter acquired.

                  The Depositor for the benefit of the Certificateholders 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 assets of the Trust Fund, 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 the Agreement. The Depositor
shall arrange for filing any Uniform Commercial Code continuation statements in
connection with any security interest granted or assigned to the Trustee for the
benefit of the Certificateholders.

                  Section 10.05. NOTICES.

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

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

               (ii) The occurrence of any Event of Default that has not been
         cured;


                                       134
<PAGE>


               (iii) The resignation or termination of the Master Servicer or
         the Trustee and the appointment of any successor;

               (iv) The repurchase or substitution of Mortgage Loans pursuant to
         Sections 2.02, 2.03, 2.04 and 3.12; and

               (v) The final payment to Certificateholders.

                  In addition, the Trustee shall promptly furnish to each Rating
Agency copies of the following:

               (i) Each report to Certificateholders described in Section 4.05;

               (ii) Each annual statement as to compliance described in Section
         3.17; and

               (iii) Each annual independent public accountants' servicing
         report described in Section 3.18.

                  (b) All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when sent by facsimile
transmission, first class mail or delivered to (i) in the case of the Depositor,
CWABS, Inc., 4500 Park Granada, Calabasas, California 91302, Attention: Josh
Adler, with a copy to the same address, Attention: Legal Department; (ii) in the
case of the Seller, Countrywide Home Loans, Inc., 4500 Park Granada, Calabasas,
California 91302, Attention: Josh Adler, with a copy to the same address,
Attention: Legal Department, or such other address as may be hereafter furnished
to the Depositor and the Trustee by the Master Servicer in writing; (iii) in the
case of the Master Servicer, Countrywide Home Loans Servicing LP, 400
Countrywide Way, Simi Valley, California 93065, Attention: Mark Wong or such
other address as may be hereafter furnished to the Depositor and the Trustee by
the Master Servicer in writing; (iv) in the case of the Trustee, The Bank of New
York, 101 Barclay Street, New York, New York 10286 Attention: Corporate Trust
MBS Administration, CWABS, Series 2003-SC1, or such other address as the Trustee
may hereafter furnish to the Depositor or the Master Servicer; and (v) in the
case of the Rating Agencies, (x) Moody's Investors Service, Inc., Residential
Mortgage Monitoring Department, 99 Church Street, New York, New York 10007, or
such other address as may hereinafter be furnished to the Depositor in writing
by Moody's, and (y) Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., Attention: Mortgage Surveillance Group, 25
Broadway, 12th Floor, New York, New York 10004. 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,



                                      135
<PAGE>


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 pursuant to Section 6.02, this Agreement may not be assigned
by the Master Servicer without the prior written consent of the Trustee and the
Depositor.

                  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 Fund, 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 Fund, 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
hereinbefore provided, 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.



                                      136
<PAGE>


                  Section 10.09. INSPECTION AND AUDIT RIGHTS.

                  The Master Servicer agrees that, on reasonable prior notice,
it will permit any representative of the Depositor, the Seller or the Trustee
during the Master Servicer's normal business hours, to examine all the books of
account, records, reports and other papers of the Master Servicer relating to
the Mortgage Loans, to make copies and extracts therefrom, to cause such books
to be audited by independent certified public accountants selected by the
Depositor, the Seller or the Trustee and to discuss its affairs, finances and
accounts relating to the Mortgage Loans with its officers, employees and
independent public accountants (and by this provision the Master Servicer hereby
authorizes such accountants to discuss with such representative such affairs,
finances and accounts), all at such reasonable times and as often as may be
reasonably requested. Any out-of-pocket expense incident to the exercise by the
Depositor, the Seller or the Trustee of any right under this Section 10.09 shall
be borne by the party requesting such inspection; all other such expenses shall
be borne by the Master Servicer.

                  Section 10.10. 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.

                               *       *      *





                                      137
<PAGE>




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

                                        CWABS, INC.,
                                          as Depositor


                                        By: /s/ Michael Schloessmann
                                            ------------------------------------
                                            Name:  Michael Schloessmann
                                            Title: Vice President


                                        COUNTRYWIDE HOME LOANS, INC.,
                                          as Seller


                                        By: /s/ Michael Schloessmann
                                            ------------------------------------
                                            Name:  Michael Schloessmann
                                            Title: Vice President



                                        COUNTRYWIDE HOME LOANS
                                          SERVICING LP,
                                          as Master Servicer

                                        By:  COUNTRYWIDE GP, INC.


                                        By: /s/ Michael Schloessmann
                                            ------------------------------------
                                            Name:  Michael Schloessmann
                                            Title: Senior Vice President


                                        THE BANK OF NEW YORK,
                                          not in its individual capacity,
                                          but solely as Trustee


                                        By: /s/ John Hannon
                                            ------------------------------------
                                            Name:  John Hannon
                                            Title: Assistant Treasurer





                                      138
<PAGE>



                                        THE BANK OF NEW YORK,
                                        (solely with respect to its obligations
                                        under to Section 4.01(b))

                                        By: /s/ Paul Connoley
                                            ------------------------------------
                                            Name:  Paul Connoley
                                            Title: Vice President







                                      139
<PAGE>



STATE OF CALIFORNIA        )
                           )     ss.:
COUNTY OF LOS ANGELES      )

                  On this 25th day of November, 2003, before me, a notary public
in and for said State, appeared Michael Schloessmann, personally known to me on
the basis of satisfactory evidence to be a Vice President of Countrywide Home
Loans, Inc., one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of such corporation
and acknowledged to me that such corporation executed the within instrument.

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



                                        ________________________________________
                                                       Notary Public





[Notarial Seal]



                                      140
<PAGE>



STATE OF CALIFORNIA        )
                           )     ss.:
COUNTY OF LOS ANGELES      )

                  On this 25th day of November, 2003, before me, a notary public
in and for said State, appeared Michael Schloessmann, personally known to me on
the basis of satisfactory evidence to be a Senior Vice President of Countrywide
GP, Inc., the general partner of Countrywide Home Loans Servicing LP, one of the
organizations that executed the within instrument, and also known to me to be
the person who executed it on behalf of such corporation and acknowledged to me
that such corporation executed the within instrument.

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


                                        ________________________________________
                                                       Notary Public





[Notarial Seal]



                                      141
<PAGE>



STATE OF CALIFORNIA        )
                           )     ss.:
COUNTY OF LOS ANGELES      )

                  On this 25th day of November, 2003, before me, a notary public
in and for said State, appeared Michael Schloessmann, personally known to me on
the basis of satisfactory evidence to be a Vice President of CWABS, Inc., one of
the corporations that executed the within instrument, and also known to me to be
the person who executed it on behalf of such corporation and acknowledged to me
that such corporation executed the within instrument.

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


                                        ________________________________________
                                                       Notary Public





[Notarial Seal]



                                      142
<PAGE>



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

                  On this 25th day of November, 2003, before me, a notary public
in and for said State, appeared John Hannon, personally known to me on the basis
of satisfactory evidence to be a Assistant Treasurer of The Bank of New York, a
New York banking corporation that executed the within instrument, and also known
to me to be the person who executed it on behalf of such corporation, and
acknowledged to me that such corporation executed the within instrument.

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



                                        ________________________________________
                                                       Notary Public





[Notarial Seal]




                                      143

<PAGE>


                                                                     Exhibit A-1


                           Exhibit A-1 is a photocopy
                         of the Class A-1 Certificate as
                                   delivered.

                [See appropriate documents delivered at closing]




                                      A-1
<PAGE>


                                                                     Exhibit A-2


                           Exhibit A-2 is a photocopy
                          of the Class A-2 Certificate
                                  as delivered.

               [See appropriate documents delivered at closing.]






                                      A-2

<PAGE>


                                                                     Exhibit A-3


                           Exhibit A-3 is a photocopy
                         of the Class M-1 Certificate as
                                   delivered.

                [See appropriate documents delivered at closing]








                                      A-3
<PAGE>



                                                                     Exhibit A-4



                           Exhibit A-4 is a photocopy
                          of the Class M-2 Certificates
                                  as delivered.

               [See appropriate documents delivered at closing.]








                                      A-4
<PAGE>



                                                                     Exhibit A-5


                           Exhibit A-5 is a photocopy
                          of the Class M-3 Certificate
                                  as delivered.


                [See appropriate documents delivered at closing]









                                      A-5
<PAGE>



                                                                     Exhibit A-6



                           Exhibit A-6 is a photocopy
                          of the Class M-4 Certificates
                                  as delivered.

               [See appropriate documents delivered at closing.]








                                      A-6
<PAGE>



                                                                     Exhibit A-7


                           Exhibit A-7 is a photocopy
                          of the Class M-5 Certificate
                                  as delivered.


                [See appropriate documents delivered at closing]







                                      A-7
<PAGE>



                                                                     Exhibit A-8



                           Exhibit A-8 is a photocopy
                           of the Class B Certificates
                                  as delivered.

               [See appropriate documents delivered at closing.]






                                      A-8
<PAGE>



                                                                     Exhibit A-9



                           Exhibit A-9 is a photocopy
                           of the Class B Certificate
                                  as delivered.


                [See appropriate documents delivered at closing]




                                      A-9
<PAGE>



                                                                       Exhibit B


                            Exhibit B is a photocopy
                           of the Class C Certificate
                                  as delivered.


                [See appropriate documents delivered at closing]










                                      B-1
<PAGE>



                                                                       Exhibit C


                            Exhibit C is a photocopy
                           of the Class P Certificate
                                  as delivered.


                [See appropriate documents delivered at closing]








                                       C-1

<PAGE>


                                                                     Exhibit D-1


                           Exhibit D-1 is a photocopy
                          of the Class A-R Certificate
                                  as delivered.


                [See appropriate documents delivered at closing]








                                       D-1

                                     <PAGE>


                                                                     Exhibit D-2


                           Exhibit D-2 is a photocopy
                          of the Class A-IO Certificate
                                  as delivered.


                [See appropriate documents delivered at closing]










                                       D-2

<PAGE>


                                                                       Exhibit E


                            Exhibit E is a photocopy
                      of the Tax Matters Person Certificate
                                  as delivered.


                [See appropriate documents delivered at closing]








                                      E-1

<PAGE>


                                                             Exhibit F-1 and F-2


               Exhibit F-1 and F-2 are schedules of Mortgage Loans


         [Delivered to Trustee at closing and on file with the Trustee]








                                   F-1 and F-2

<PAGE>


                                   EXHIBIT G-1

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                     [Date]


[Depositor]

[Seller]

[Master Servicer]



          Re:  Pooling and Servicing Agreement dated as of November 1, 2003
               among CWABS, Inc., as Depositor, Countrywide Home Loans,
               Inc., as Seller, Countrywide Home Loans Servicing LP, as
               Master Servicer and The Bank of New York, as Trustee,
               relating to the Asset-Backed Certificates, Series 2003-SC1
               ------------------------------------------------------------

Gentlemen:

         In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee (the "Trustee"), hereby
certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or listed on the attachment hereto)
it has reviewed the Mortgage File and the Mortgage Loan Schedule and has
determined that: (i) all documents required to be included in the Mortgage File
are in its possession; (ii) such documents have been reviewed by it and appear
regular on their face and relate to such Mortgage Loan; and (iii) based on
examination by it, and only as to such documents, the information set forth in
items (i), (ii), (iii) and (iv) of the definition or description of "Mortgage
Loan Schedule" is correct.

         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representation that any documents specified in clause (vi) of Section 2.01
should be included in any Mortgage File. The Trustee makes no representations as
to and shall not be responsible to verify: (i) the validity, legality,
sufficiency, enforceability, due authorization, recordability or genuineness of
any of the documents contained in each Mortgage File of any of the Mortgage
Loans identified on the Mortgage Loan Schedule, (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan, or (iii)
the existence of any assumption, modification, written assurance or substitution
agreement with respect to any Mortgage File if no such documents appear in the
Mortgage File delivered to the Trustee.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.



                                   G-1-1
<PAGE>



                                             The Bank of New York,
                                               as Trustee


                                             By: _____________________________
                                                   Name:
                                                   Title:








                                   G-1-2

<PAGE>



                                EXHIBIT G-2

                  FORM OF INTERIM CERTIFICATION OF TRUSTEE

                                   [Date]


[Depositor]

[Seller]

[Master Servicer]



          Re:  Pooling and Servicing Agreement dated as of November 1, 2003
               among CWABS, Inc., as Depositor, Countrywide Home Loans,
               Inc., as Seller, Countrywide Home Loans Servicing LP, as
               Master Servicer and The Bank of New York, as Trustee,
               relating to the Asset-Backed Certificates, Series 2003-SC1___
               -------------------------------------------------------------

Gentlemen:

     In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that, except
as listed in the following paragraph, as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on
the attached list of exceptions) the Trustee has received:

     (i)    the original Mortgage Note, endorsed by the Seller or the originator
            of such Mortgage Loan, without recourse in the following form: "Pay
            to the order of _______________ without recourse", with all
            intervening endorsements that show a complete chain of endorsement
            from the originator to the Seller, or, if the original Mortgage Note
            has been lost or destroyed and not replaced, an original lost note
            affidavit from the Seller, stating that the original Mortgage Note
            was lost or destroyed, together with a copy of the related Mortgage
            Note;

     (ii)   in the case of each Mortgage Loan that is not a MERS Mortgage Loan,
            the original recorded Mortgage[, and in the case of each Mortgage
            Loan that is a MERS Mortgage Loan, the original Mortgage, noting
            thereon the presence of the MIN of the Mortgage Loan and language
            indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan
            is a MOM Loan, with evidence of recording indicated thereon, or a
            copy of the Mortgage certified by the public recording office in
            which such Mortgage has been recorded;

     (iii)  in the case of each Mortgage Loan that is not a MERS Mortgage Loan,
            a duly executed assignment of the Mortgage to "Asset-Backed
            Certificates, Series 2003-SC1, CWABS, Inc., by The Bank of New York,
            a New York banking corporation,



                                     G-2-1
<PAGE>


            as trustee under the Pooling and Servicing Agreement dated as of
            November 1, 2003, without recourse", or, in the case of each
            Mortgage Loan with respect to property located in the State of
            California that is not a MERS Mortgage Loan, a duly executed
            assignment of the Mortgage in blank (each such assignment, when duly
            and validly completed, to be in recordable form and sufficient to
            effect the assignment of and transfer to the assignee thereof, under
            the Mortgage to which such assignment relates);

     (iv)   the original recorded assignment or assignments of the Mortgage
            together with all interim recorded assignments of such Mortgage
            [(noting the presence of a MIN in the case of each MERS Mortgage
            Loan)];

     (v)    the original or copies of each assumption, modification, written
            assurance or substitution agreement, if any, with evidence of
            recording thereon if recordation thereof is permissible under
            applicable law; and

     (vi)   the original or duplicate original lender's title policy or a
            printout of the electronic equivalent and all riders thereto or, in
            the event such original title policy has not been received from the
            insurer, 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, with the original policy of
            title insurance to be delivered within one year of the Closing Date.

     In the event that in connection with any Mortgage Loan that is not a MERS
Mortgage Loan the Seller cannot deliver the original recorded Mortgage or all
interim recorded assignments of the Mortgage satisfying the requirements of
clause (ii), (iii) or (iv), as applicable, the Trustee has received, in lieu
thereof, a true and complete copy of such Mortgage and/or such assignment or
assignments of the Mortgage, as applicable, each certified by the Seller, the
applicable title company, escrow agent or attorney, or the originator of such
Mortgage Loan, as the case may be, to be a true and complete copy of the
original Mortgage or assignment of Mortgage submitted for recording.

     Based on its review and examination and only as to the foregoing documents,
(i) such documents appear regular on their face and related to such Mortgage
Loan, and (ii) the information set forth in items (i), (iv), (v), (vi), (viii),
(xi) and (xiv) of the definition of the "Mortgage Loan Schedule" in Section 1.01
of the Pooling and Servicing Agreement accurately reflects information set forth
in the Mortgage File.

     The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond the review specifically required in the
above-referenced 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 Loan identified on the Mortgage Loan Schedule or (ii) the
collectibility, insurability, effectiveness or suitability of any such Mortgage
Loan.




                                     G-2-2
<PAGE>



     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.

                                        The Bank of New York,
                                             as Trustee


                                        By: __________________________________
                                             Name:
                                             Title:






                                     G-2-3
<PAGE>



                                   EXHIBIT G-3



                      FORM OF DELAY DELIVERY CERTIFICATION

                                     [Date]

[Depositor]

[Seller]

[Master Servicer]

          Re:  Pooling and Servicing Agreement dated as of November 1, 2003
               (the "Pooling and Servicing Agreement") among CWABS, Inc.,
               as Depositor, Countrywide Home Loans, Inc., as Seller,
               Countrywide Home Loans Servicing LP, as Master Servicer and
               The Bank of New York, as Trustee, relating to the
               Asset-Backed Certificates, Series 2003-SC1 _________________
               ------------------------------------------------------------

Gentlemen:

     Reference is made to the Initial Certification of Trustee relating to the
above-referenced series, with the schedule of exceptions attached thereto,
delivered by the undersigned, as Trustee, on the Closing Date in accordance with
Section 2.02 of the above-captioned Pooling and Servicing Agreement. The
undersigned hereby certifies that as to each Delay Delivery Mortgage Loan listed
on the Schedule A attached hereto (other than any Mortgage Loan paid in full or
listed on Schedule B attached hereto) the Trustee has received:

          the original Mortgage Note, endorsed by the Seller or the originator
     of such Mortgage Loan, without recourse in the following form: "Pay to the
     order of _______________ without recourse", with all intervening
     endorsements that show a complete chain of endorsement from the originator
     to the Seller, or, if the original Mortgage Note has been lost or destroyed
     and not replaced, an original lost note affidavit from the Seller, stating
     that the original Mortgage Note was lost or destroyed, together with a copy
     of the related Mortgage Note;

          in the case of each Mortgage Loan that is not a MERS Mortgage Loan, a
     duly executed assignment of the Mortgage to "Asset-Backed Certificates,
     Series 2003-SC1, CWABS, Inc., by The Bank of New York, a New York banking
     corporation, as trustee under the Pooling and Servicing Agreement dated as
     of November 1, 2003, without recourse", or, in the case of each Mortgage
     Loan with respect to property located in the State of California that is
     not a MERS Mortgage Loan, a duly executed assignment of the Mortgage in
     blank (each such assignment, when duly and validly completed, to be in
     recordable form and sufficient to effect the assignment of and transfer to
     the assignee thereof, under the Mortgage to which such assignment relates).



                                     G-3-1
<PAGE>


     Based on its review and examination and only as to the foregoing documents,
such documents appear regular on their face and related to such Mortgage Loan.

     The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The 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 Loan identified on the Mortgage Loan Schedule or (ii) the
collectibility, insurability, effectiveness or suitability of any such Mortgage
Loan.

     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.



                                        THE BANK OF NEW YORK,
                                        as Trustee



                                        By:______________________
                                        Name:
                                        Title:



                                     G-3-2
<PAGE>



                                   EXHIBIT G-4

                                   [RESERVED]










                                       G-4

<PAGE>



                                    EXHIBIT H


                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                     [Date]


[Depositor]

[Master Servicer]

[Seller]



Re:       Pooling and Servicing Agreement dated as of November 1, 2003 (the
          "Pooling and Servicing Agreement") among CWABS, Inc., as Depositor,
          Countrywide Home Loans, Inc., as Seller, Countrywide Home Loans
          Servicing LP, as Master Servicer and The Bank of New York, as Trustee,
          relating to the Asset-Backed Certificates, Series 2003-SC1_______
          -----------------------------------------------------------------


Gentlemen:

         In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or listed on the attached Document Exception Report) the
Trustee has received:

         (i) the original Mortgage Note, endorsed by the Seller or the
originator of such Mortgage Loan, without recourse in the following form: "Pay
to the order of _________________ without recourse", with all intervening
endorsements that show a complete chain of endorsement from the originator to
the Seller, or, if the original Mortgage Note has been lost or destroyed and not
replaced, an original lost note affidavit from the Seller, stating that the
original Mortgage Note was lost or destroyed, together with a copy of the
related Mortgage Note;

         (ii) in the case of each Mortgage Loan that is not a MERS Mortgage
Loan, the original recorded Mortgage, and in the case of each Mortgage Loan that
is a MERS Mortgage Loan, the original Mortgage, noting thereon the presence of
the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a
MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording
indicated thereon, or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded;

         (iii) in the case of each Mortgage Loan that is not a MERS Mortgage
Loan, a duly executed assignment of the Mortgage to "Asset-Backed Certificates,
Series 2003-SC1, CWABS, Inc., by The Bank of New York, a New York banking
corporation, as trustee under the Pooling



                                      H-1
<PAGE>



and Servicing Agreement dated as of November 1, 2003, without recourse", or, in
the case of each Mortgage Loan with respect to property located in the State of
California that is not a MERS Mortgage Loan, a duly executed assignment of the
Mortgage in blank (each such assignment, when duly and validly completed, to be
in recordable form and sufficient to effect the assignment of and transfer to
the assignee thereof, under the Mortgage to which such assignment relates);

         (iv) the original recorded assignment or assignments of the Mortgage
together with all interim recorded assignments of such Mortgage [(noting the
presence of a MIN in the case of each MERS Mortgage Loan)];

         (v) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any, with evidence of recording thereon
if recordation thereof is permissible under applicable law; and

         (vi) the original or duplicate original lender's title policy or a
printout of the electronic equivalent 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.

         If the public recording office in which a Mortgage or assignment
thereof is recorded has retained the original of such Mortgage or assignment,
the Trustee has received, in lieu thereof, a copy of the original Mortgage or
assignment so retained, with evidence of recording thereon, certified to be true
and complete by such recording office.

         Based on its review and examination and only as to the foregoing
documents, (i) such documents appear regular on their face and related to such
Mortgage Loan, and (ii) the information set forth in items (i), (iv), (v), (vi),
(viii), (xiii) and (xiv) of the definition of the "Mortgage Loan Schedule" in
Section 1.01 of the Pooling and Servicing Agreement accurately reflects
information set forth in the Mortgage File.

         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced 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 the Mortgage Loan Schedule or (ii) the
collectibility, insurability, effectiveness or suitability of any such Mortgage
Loan.




                                      H-2
<PAGE>



         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.

                                        The Bank of New York,
                                              as Trustee


                                        By: _______________________________
                                            Name:
                                            Title:



                                      H-3
<PAGE>




                                    EXHIBIT I

                               TRANSFER AFFIDAVIT



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 Certificate (the "Certificate") issued
pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2003
(the "Agreement"), by and among CWABS, Inc., as depositor (the "Depositor"),
Countrywide Home Loans, Inc., as Seller, Countrywide Home Loans Servicing LP, as
Master Servicer and The Bank of New York, as 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. Either (a) the transferee is not an employee benefit plan that is
subject to Section 406 of ERISA or to section 4975 of the Internal Revenue Code
of 1986, nor is it acting on behalf of or with plan assets of any such plan, or
(b) the transferee has provided the opinion of counsel specified in Section
5.02(b) of the Agreement. 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 for its own account.

     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 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



                                      I-1
<PAGE>


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 I 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 Class A-R
Certificates.

     8. The transferee's taxpayer identification number is __________________.

     9. The transferee is a U.S. Person as defined in Code section 7701(a)(30).

     10. The transferee is aware that the Class A-R Certificates may be
"noneconomic residual interests" 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. In addition, as the
holder of a noneconomic residual interest, the transferee may incur tax
liabilities in excess of any cash flows generated by the interest and the
transferee hereby represents that it intends to pay taxes associated with
holding the residual interest as they become due.

     11. The transferee has provided financial statements or other financial
information requested by the Transferor in connection with the transfer of the
Class A-R Certificates to permit the Transferor to assess the financial
capability of the transferee to pay such taxes.

                                  *    *    *




                                      I-2
<PAGE>



         IN WITNESS WHEREOF, the transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this __th day of _______, 20__.



                                        [NAME OF TRANSFEREE]

                                        By:____________________________
                                        Name:
                                        Title:



[Corporate Seal]

ATTEST:

_________________________
[Assistant] Secretary

         Personally appeared before me the above-named _____________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the _____________________ of the transferee, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the
transferee.

         Subscribed and sworn before me this __th day of _______, 20__.




                                        _____________________________________
                                                     NOTARY PUBLIC

                                        My Commission expires the ___ day of

                                                             , 20__.





                                      I-3
<PAGE>



                                                                       EXHIBIT 1



                               Certain Definitions

         "Ownership Interest": As to any 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) that
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
Class A-R Certificate, (iv) rural electric and telephone cooperatives described
in section 1381(a)(2)(C) of the Code, (v) an "electing large partnership" as
defined in Section 775 of the Code, (vi) a Person that is not a citizen or
resident of the United States, a corporation, partnership, or other entity
(treated as a corporation or a partnership for federal income tax purposes)
created or organized in or under the laws of the United States, any state
thereof or the District of Columbia, or an estate whose income from sources
without the United States is includible in gross income for United States
federal income tax purposes regardless of its connection with the conduct of a
trade or business within the United States, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States persons have authority to control all
substantial decisions of the trustor unless such Person has furnished the
transferor and the Trustee with a duly completed Internal Revenue Service Form
W-8ECI, and (vii) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a Class A-R
Certificate to such Person may cause the Trust Fund to fail to qualify as a
REMIC at any time that any 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, limited liability
company, joint venture, association, 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 Certificate.




                                      I-4
<PAGE>






                        Section 5.02(c) of the Agreement
                        --------------------------------

                  (c) Each Person who has or who acquires any Ownership Interest
in a Class A-R Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions,
and the rights of each Person acquiring any Ownership Interest in a Class A-R
Certificate are expressly subject to the following provisions:

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

                  (ii) No Ownership Interest in a Class A-R
         Certificate may be registered on the Closing Date or
         thereafter transferred, and the Trustee shall not register
         the Transfer of any Class A-R Certificate unless, in addition
         to the representation letters 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 Class A-R 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 Class
         A-R 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 Class A-R
         Certificate and (C) not to Transfer its Ownership Interest in
         a Class A-R Certificate or to cause the Transfer of an
         Ownership Interest in a Class A-R 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 Class A-R 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 Class A-R 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
         Class A-R Certificate. The Trustee shall be under no
         liability to any Person for any registration of Transfer of a
         Class A-R Certificate that is in fact not permitted by
         Section 5.02(b) and



                                 I-5
<PAGE>


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

                  The restrictions on Transfers of a Class A-R Certificate set
forth in this Section 5.02(c) shall cease to apply (and the applicable portions
of the legend on a Class A-R 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 Master Servicer, to the effect that the elimination of such
restrictions will not cause any REMIC 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 Class A-R Certificate hereby
consents to any amendment of this Agreement that, 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 Class A-R 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 Class A-R
Certificate that is held by a Person that is not a Permitted Transferee to a
Holder that is a Permitted Transferee.



                                      I-6
<PAGE>



                                   EXHIBIT J-1

                       FORM OF TRANSFEROR CERTIFICATE FOR
                             CLASS A-R CERTIFICATES

                                                            Date:

CWABS, Inc.,
         as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
         as Trustee
101 Barclay Street
New York, New York 10286

                  Re:      CWABS, Inc. Asset-Backed
                           Certificates, Series 2003-SC1
                           -----------------------------


Ladies and Gentlemen:

In connection with our disposition of the Class A-R Certificates, we certify
that we have no knowledge the Transferee is not a Permitted Transferee. All
capitalized terms used herein but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement dated as of November 1,
2003, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as Seller,
Countrywide Home Loans Servicing LP, as Master Servicer, and The Bank of New
York, as Trustee.

                                        Very truly yours,

                                        __________________________________
                                        Name of Transferor

                                        By: ______________________________
                                              Name:
                                              Title:




                                      J-1-1

<PAGE>



                                   EXHIBIT J-2

                       FORM OF TRANSFEROR CERTIFICATE FOR
                              PRIVATE CERTIFICATES

                                                               Date:

CWABS, Inc.,
         as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
         as Trustee
101 Barclay Street
New York, New York 10286

                  Re:      CWABS, Inc. Asset-Backed Certificates,
                           Series 2003-SC1, Class [   ]
                           ----------------------------

Ladies and Gentlemen:

         In connection with our disposition of the above-captioned 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. All
capitalized terms used herein but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement dated as of November 1,
2003, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as Seller,
Countrywide Home Loans Servicing LP, as Master Servicer and The Bank of New
York, as Trustee.

                                        Very truly yours,

                                        __________________________________
                                        Name of Transferor

                                        By: _______________________________
                                              Name:
                                              Title:




                                      J-2-1

<PAGE>


                                    EXHIBIT K


                    FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                                                 Date:

CWABS, Inc.,
         as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
         as Trustee
101 Barclay Street
New York, New York 10286

                  Re:      CWABS, Inc. Asset-Backed Certificates,
                           Series 2003-SC1, Class [   ]
                           ----------------------------

Ladies and Gentlemen:

         In connection with our acquisition of the above-captioned Certificates
we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) 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) the transferee has permitted the
opinion of counsel specified in Section 5.02(b) of the Pooling and Servicing
Agreement (e) we are acquiring the Certificates for investment for our own
account and not with a view to any distribution of such Certificates (but
without prejudice to our right at all times to sell or otherwise dispose of the
Certificates in accordance with clause (g) below), (f) we have not offered or
sold any Certificates to, or solicited offers to buy any Certificates from, any
person, or otherwise approached or negotiated with any person with respect
thereto, or taken any other action which would result in a violation of Section
5 of the Act, and (g) we will not sell, transfer or otherwise dispose of any
Certificates unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt from
such registration requirements, and if requested, we



                                      K-1
<PAGE>


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.

         All capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement dated as of
November 1, 2003, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc.,
as Seller, Countrywide Home Loans Servicing LP, as Master Servicer and The Bank
of New York, as Trustee.

                                        Very truly yours,

                                        __________________________________
                                        Name of Transferee

                                        By: _______________________________
                                              Authorized Officer




                                      K-2
<PAGE>



                                       L-7

                                    EXHIBIT L

                            FORM OF RULE 144A LETTER

                                                             Date:

CWABS, Inc.,
         as Depositor
4500 Park Granada
Calabasas, California 91302

The Bank of New York,
         as Trustee
101 Barclay Street
New York, New York 10286

                  Re:      CWABS, Inc. Asset-Backed Certificates,
                           Series 2003-SC1, Class [   ]
                           ----------------------------

Ladies and Gentlemen:

         In connection with our acquisition of the above-captioned Certificates
we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we 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) the transferee has permitted the
opinion of counsel specified in Section 5.02(b) of the Pooling and Servicing
Agreement (e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60"))
and the purchase and holding of such Certificates are covered under Sections I
and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf
offered, transferred, pledged, sold or otherwise disposed of the Certificates,
any interest in the Certificates or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates or any other similar security with, any person
in any manner, or made any general solicitation by means of general advertising
or in any other manner, or taken any other action, that would constitute a
distribution of the Certificates under the Securities Act or that would render
the disposition of the Certificates a violation of Section 5 of



                                      L-1

<PAGE>


the Securities Act or require registration pursuant thereto, nor will act, nor
has authorized or will authorize any person to act, in such manner with respect
to the Certificates, (f) we are a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act and have completed either of
the forms of certification to that effect attached hereto as Annex 1 or Annex 2.
We are aware that the sale to us is being made in reliance on Rule 144A. We are
acquiring the Certificates for our own account or for resale pursuant to Rule
144A and further, understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the Securities Act.

         All capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement dated as of
November 1, 2003, among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc.,
as Seller, Countrywide Home Loans Servicing LP, as Master Servicer and The Bank
of New York, as Trustee.




                                      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 either at least $100,000 in securities
or, if Buyer is a dealer, Buyer must own and/or invest on a discretionary basis
at least $10,000,000 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.




                                      L-3
<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 is a majority-owned, consolidated



                                      L-4
<PAGE>



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-5
<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).


                                      L-6
<PAGE>


                  4. The term "SECURITIES" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) 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 under-stands 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-7
<PAGE>


                                    EXHIBIT M

                               REQUEST FOR RELEASE
                                  (for Trustee)

LOAN INFORMATION
         Name of Mortgagor:
                                        _______________________________________
         Master Servicer
         Loan No.:
                                        _______________________________________
TRUSTEE
         Name:
                                        _______________________________________
         Address:
                                        _______________________________________
         Trustee
         Mortgage File No.:
                                        _______________________________________


         The undersigned Master Servicer hereby acknowledges that it has
received from _______________________________________, as Trustee for the
Holders of Asset-Backed Certificates, Series 2003-SC1, the documents referred to
below (the "Documents"). All capitalized terms not otherwise defined in this
Request for Release shall have the meanings given them in the Pooling and
Servicing Agreement dated as of November 1, 2003 (the "Pooling and Servicing
Agreement") among CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as
Seller, Countrywide Home Loans Servicing LP, as Master Servicer, and 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 _____________.

( )      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 _____________.


                                      M-1
<PAGE>



( )      Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
         _________________ as instrument no. __________ in the County Recorder's
         Office of the County of __________, State of _______________ in
         book/reel/docket _______________ of official records at page/image
         _____________.

( )      Other documents, including any amendments, assignments or other
         assumptions of the Mortgage Note or Mortgage.

( )      ______________________________________________

( )      ______________________________________________

( )      ______________________________________________

( )      ______________________________________________

         The undersigned Master Servicer hereby acknowledges and agrees as
follows:

                  (1) The Master Servicer shall hold and retain possession of
         the Documents in trust for the benefit of the Trust Fund, solely for
         the purposes provided in the Agreement.

                  (2) The Master 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 Master Servicer assert or seek to assert any claims or
         rights of setoff to or against the Documents or any proceeds thereof.

                  (3) The Master Servicer shall return each and every Document
         previously requested from the Mortgage File to the Trustee when the
         need therefor no longer exists, unless the Mortgage Loan relating to
         the Documents has been liquidated and the proceeds thereof have been
         remitted to the 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 the
         Master Servicer shall at all times be earmarked for the account of the
         Trust Fund, and the Master Servicer shall keep the Documents and any
         proceeds separate and distinct from all other property in the Master
         Servicer's possession, custody or control.

                                           [Master Servicer]

                                           By  _______________________________

                                           Its _______________________________

Date: _________________, ____





                                      M-2
<PAGE>



                                    EXHIBIT N

                               REQUEST FOR RELEASE
             [Mortgage Loans Paid in Full, Repurchased or Replaced]

                     OFFICER'S CERTIFICATE AND TRUST RECEIPT
                           ASSET-BACKED CERTIFICATES,
                                 Series 2003-SC1



__________________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN
OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER
SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

[ALL PAYMENTS OF PRINCIPAL AND INTEREST HAVE BEEN MADE.] [THE [PURCHASE PRICE]
[MORTGAGE LOAN REPURCHASE PRICE] FOR SUCH MORTGAGE LOANS HAS BEEN PAID.] [THE
MORTGAGE LOANS HAVE BEEN LIQUIDATED AND THE RELATED [INSURANCE PROCEEDS]
[LIQUIDATION PROCEEDS] HAVE BEEN DEPOSITED PURSUANT TO SECTION 3.13 OF THE
POOLING AND SERVICING AGREEMENT.] [A REPLACEMENT MORTGAGE LOAN HAS BEEN
DELIVERED TO THE TRUSTEE IN THE MANNER AND OTHERWISE IN ACCORDANCE WITH THE
CONDITIONS SET FORTH IN SECTIONS 2.02 AND 2.03 OF THE POOLING AND SERVICING
AGREEMENT.]

LOAN NUMBER:_______________                    BORROWER'S NAME:_____________

COUNTY:____________________

[For Substitution or Repurchase Only: The Master Servicer certifies that [an]
[no] opinion is required by Section 2.05 [and is attached hereto].]

I HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
THAT ARE REQUIRED TO BE DEPOSITED IN THE CERTIFICATE ACCOUNT PURSUANT TO SECTION
3.05 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.

____________      _____________________              DATED:____________

/ /      VICE PRESIDENT

/ /      ASSISTANT VICE PRESIDENT




                                       N-1

<PAGE>



                                                                       Exhibit O


                            Exhibit O is a photocopy
                           of the Depository Agreement
                                  as delivered.


                [see appropriate documents delivered at closing]









                                       O-1
<PAGE>



                                    EXHIBIT P

                       FORM OF MORTGAGE NOTE AND MORTGAGE


                             [Provide Upon Request]







                                       P-1

<PAGE>


                                    EXHIBIT Q

                                   [RESERVED]








                                       Q-1

<PAGE>



                                    EXHIBIT R

                            FORM OF CORRIDOR CONTRACT




DATE:             [_________], 2003

TO:               Countrywide Home Loans, Inc.
ATTENTION:        Mr. Jeff Staub/Kevin Doyle
TELEPHONE:        818-225-3279
FACSIMILE:        818-225-4099

FROM:             Derivatives Documentation
TELEPHONE:        212-272-2711
FACSIMILE:        212-272-9857

SUBJECT:          Fixed Income Derivatives Confirmation and Agreement

REFERENCE NUMBER: [___________]

                  The purpose of this letter agreement ("Agreement") is to
confirm the terms and conditions of the Transaction entered into on the Trade
Date specified below (the "Transaction") between Bear Stearns Financial Products
Inc. ("BSFP") and Countrywide Home Loans, Inc., ("Counterparty"). This
Agreement, which evidences a complete and binding agreement between you and us
to enter into the Transaction on the terms set forth below, constitutes a
"Confirmation" as referred to in the "ISDA Form Master Agreement" (as defined
below), as well as a "Schedule" as referred to in the ISDA Form Master
Agreement.

1. This Agreement is subject to the 2000 ISDA DEFINITIONS (the "Definitions"),
as published by the International Swaps and Derivatives Association, Inc.
("ISDA"). You and we have agreed to enter into this Agreement in lieu of
negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency--Cross
Border) form (the "ISDA Form Master Agreement") but, rather, an ISDA Form Master
Agreement shall be deemed to have been executed by you and us on the date we
entered into the Transaction. In the event of any inconsistency between the
provisions of this Agreement and the Definitions or the ISDA Form Master
Agreement, this Agreement shall prevail for purposes of the Transaction.

2. The terms of the particular Transaction to which this Confirmation relates
are as follows:

       Type of Transaction:                 Rate Cap

       Notional Amount:                     Shall equal;


                                      R-1
<PAGE>


                                            (i) USD [__________] for the initial
                                            Calculation Period, and
                                            (ii) the amount as detailed in the
                                            Schedule of Notional Amounts
                                            attached hereto.

       Trade Date:                          [____________], 2003

       Effective Date:                      [_____________], 2003

       Termination Date:                    [________________],   subject  to
                                            adjustment  in  accordance   with
                                            the  Business  Day Convention.

       FIXED AMOUNT (PREMIUM):

              Fixed Rate Payer:             Counterparty

              Fixed Rate Payer
              Payment Date:[__________], 2003

              Fixed Amount:USD [__________]

       FLOATING AMOUNTS:

              Floating Rate Payer:          BSFP

              Cap Rate:                     [_________]%

              Floating Rate Payer
              Period End Dates:             The 25th calendar day of each month
                                            during the Term of this Transaction,
                                            commencing [________________] and
                                            ending on the Termination Date,
                                            subject to adjustment in accordance
                                            with the Business Day Convention.

              Floating Rate Payer
              Payment Dates:                Early  Payment  shall be applicable.
                                            The Floating Rate Payer Payment
                                            Date shall be one Business Day
                                            preceding each Floating Rate Payer
                                            Period End Date.

              Floating Rate Option:         USD-LIBOR-BBA

              Designated Maturity:          One month

              Floating Rate Day
              Count Fraction:               Actual/360


                                      R-2
<PAGE>


              Reset Dates:                  The first day of each Calculation
                                            Period

              Compounding:                  Inapplicable

              Business Days:                New York and London

       Business Day Convention:             Modified Following

       Calculation Agent:                   BSFP

3.     Additional Provisions:               1) Each party hereto is hereby
                                            advised and acknowledges that the
                                            other party has engaged in (or
                                            refrained from engaging in)
                                            substantial financial transactions
                                            and has taken (or refrained from
                                            taking) other material actions in
                                            reliance upon the entry by the
                                            parties into the Transaction being
                                            entered into on the terms and
                                            conditions set forth herein and in
                                            the Confirmation relating to such
                                            Transaction, as applicable. This
                                            paragraph (1) shall be deemed
                                            repeated on the trade date of each
                                            Transaction.

4.       Provisions Deemed Incorporated in a Schedule to the Master Agreement:

1)   The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form
     Master Agreement will apply to any Transaction.

2)   TERMINATION PROVISIONS. For purposes of the Master Agreement:

(a) "Specified Entity" is not applicable to BSFP or Counterparty for any
purpose.

(b) "Specified Transaction" is not applicable to BSFP or Counterparty for any
purpose, and, accordingly, Section 5(a)(v) shall not apply to BSFP or
Counterparty.

(c)  The "Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP
or to  Counterparty.

(d)  The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
apply to BSFP or Counterparty.

(e)  The "Automatic Early Termination" provision of Section 6(a) will not apply
to BSFP or to Counterparty.

(f)  Payments on Early Termination. For the purpose of Section 6(e) of this
Agreement:

     (i)  Market Quotation will apply.


                                      R-3
<PAGE>


     (ii) The Second Method will apply.

(g)  "Termination Currency" means United States Dollars.

3) Tax Representations.  Not applicable

4) LIMITATION ON EVENTS OF DEFAULT. Notwithstanding the terms of Sections 5 and
6 of this Agreement, if at any time and so long as the Counterparty has
satisfied in full all its payment obligations under Section 2(a)(i) of this
Agreement and has at the time no future payment obligations, whether absolute or
contingent, under such Section, then unless BSFP is required pursuant to
appropriate proceedings to return to the Counterparty or otherwise returns to
the Counterparty upon demand of the Counterparty any portion of any such
payment, (a) the occurrence of an event described in Section 5(a) of this
Agreement with respect to the Counterparty shall not constitute an Event of
Default or Potential Event of Default with respect to the Counterparty as
Defaulting Party and (b) BSFP shall be entitled to designate an Early
Termination Date pursuant to Section 6 of this Agreement only as a result of the
occurrence of a Termination Event set forth in either Section 5(b)(i) or
5(b)(ii) of this Agreement with respect to BSFP as the Affected Party or Section
5(b)(iii) with respect to BSFP as the Burdened Party.

5) DOCUMENTS TO BE DELIVERED. For the purpose of Section 4(a):

(1)  Tax forms, documents, or certificates to be delivered are:

PARTY REQUIRED TO     FORM/DOCUMENT/                   DATE BY WHICH TO
DELIVER DOCUMENT      CERTIFICATE                      BE DELIVERED

BSFP and              Any document required or         Promptly after the
the Counterparty      reasonably requested to          earlier of (i) reasonable
                      allow the other party to         demand by either party or
                      make payments under this         (ii) learning that such
                      Agreement without any            form or document is
                      deduction or withholding for     required
                      or on the account of any Tax
                      or with such deduction or
                      withholding at a reduced
                      rate



(2)      Other documents to be delivered are:

<TABLE>
<CAPTION>
<S>                      <C>                             <C>                           <C>
PARTY REQUIRED TO        FORM/DOCUMENT/                  DATE BY WHICH TO              COVERED BY SECTION 3(D) REPRESENTATION
DELIVER DOCUMENT         CERTIFICATE                     BE DELIVERED
</TABLE>



                                      R-4
<PAGE>



<TABLE>
<CAPTION>
<S>                      <C>                             <C>                           <C>
PARTY REQUIRED TO        FORM/DOCUMENT/                  DATE BY WHICH TO              COVERED BY SECTION 3(D) REPRESENTATION
DELIVER DOCUMENT         CERTIFICATE                     BE DELIVERED

BSFP and                 Any documents required by       Upon the execution and        Yes
the Counterparty         the receiving party to          delivery of this Agreement
                         evidence the authority of       and such Confirmation
                         the delivering party or its
                         Credit Support Provider, if
                         any, for it to execute and
                         deliver this Agreement, any
                         Confirmation , and any
                         Credit Support Documents to
                         which it is a party, and to
                         evidence the authority of
                         the delivering party or its
                         Credit Support Provider to
                         perform its obligations
                         under this Agreement, such
                         Confirmation and/or Credit
                         Support Document, as the
                         case may be

BSFP and                 A certificate of an             Upon the execution and        Yes
the Counterparty         authorized officer of the       delivery of this Agreement
                         party, as to the incumbency     and such Confirmation
                         and authority of the
                         respective officers of the
                         party signing this Agreement,
                         any relevant Credit Support
                         Document, or any Confirmation,
                         as the case may be
</TABLE>

6)  MISCELLANEOUS. Miscellaneous

(a)   Address for Notices:  For the purposes of Section 12(a) of this Agreement:

      Address for notices or communications to BSFP:


                                      R-5
<PAGE>


               Address:     383 Madison Avenue, New York, New York  10179
               Attention:   DPC Manager - Suite 2700
               Facsimile:   (212) 272-5823

      with a copy to:

               Address:     One Metrotech Center North, Brooklyn, New York 11201
               Attention:   Derivative Operations - 7th Floor
               Facsimile:   (212) 272-1634

               (For all purposes)


      Address for notices or communications to the Counterparty:

               Address:     4500 Park Granada
                            Mail Stop CH-143
                            Calabasas, CA 91302
               Attention:   Mr. Jeff Staab
               Facsimile:   818-225-3898
               Phone:       818-225-3279

(b)   Process Agent.  For the purpose of Section 13(c):

                    BSFP appoints as its
                    Process Agent:                 Not Applicable

                    The Counterparty appoints as its
                    Process Agent:                 Not Applicable

(c)   Offices. The provisions of Section 10(a) will not apply to this
      Agreement; neither BSFP nor the Counterparty have any Offices other
      than as set forth in the Notices Section and BSFP agrees that, for
      purposes of Section 6(b) of this Agreement, it shall not in future have
      any Office other than one in the United States.

(d)   Multibranch Party.  For the purpose of Section 10(c) of this Agreement:

      BSFP is not a Multibranch Party.

      The Counterparty is not a Multibranch Party.

(e)   Calculation Agent.  The Calculation Agent is BSFP.



                                      R-6
<PAGE>


(f)   Credit Support Document.  Not applicable for either BSFP or the
      Counterparty.


(g)   Credit Support Provider.

      BSFP:    Not Applicable

      The Counterparty: Not Applicable

(h)   Governing Law. The  parties to this Agreement hereby  agree that the  law
      of the State of New York shall govern their rights and duties in whole.

(i) Severability. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall be
held to be invalid or unenforceable (in whole or in part) for any reason, the
remaining terms, provisions, covenants, and conditions hereof shall continue in
full force and effect as if this Agreement had been executed with the invalid or
unenforceable portion eliminated, so long as this Agreement as so modified
continues to express, without material change, the original intentions of the
parties as to the subject matter of this Agreement and the deletion of such
portion of this Agreement will not substantially impair the respective benefits
or expectations of the parties.

The parties shall endeavor to engage in good faith negotiations to replace any
invalid or unenforceable term, provision, covenant or condition with a valid or
enforceable term, provision, covenant or condition, the economic effect of which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.

(j) Consent to Recording. Each party hereto consents to the monitoring or
recording, at any time and from time to time, by the other party of any and all
communications between officers or employees of the parties, waives any further
notice of such monitoring or recording, and agrees to notify its officers and
employees of such monitoring or recording.

(k) Waiver of Jury Trial. Each party waives any right it may have to a trial by
jury in respect of any Proceedings relating to this Agreement or any Credit
Support Document. (l) BSFP will not unreasonably withhold or delay its consent
to an assignment of this Agreement to any other third party.



7) "Affiliate" will have the meaning specified in Section 14 of the ISDA Form
Master Agreement, PROVIDED that BSFP shall not be deemed to have any Affiliates
for purposes of this Agreement, including for purposes of Section 6(b)(ii).

8) Section 3 of the ISDA Form Master Agreement is hereby amended by adding at
the end thereof the following subsection (g):


                                      R-7
<PAGE>


         "(g)     RELATIONSHIP BETWEEN PARTIES.

                           Each party represents to the other party on each date
                           when it enters into a Transaction that:--

                  (1) NONRELIANCE. It is not relying on any statement or
representation of the other party regarding the Transaction (whether written or
oral), other than the representations expressly made in this Agreement or the
Confirmation in respect of that Transaction.

                  (2) EVALUATION AND UNDERSTANDING.

                  (i) It has the capacity to evaluate (internally or through
independent professional advice) the Transaction and has made its own decision
to enter into the Transaction; and

                  (ii) It understands the terms, conditions and risks of the
Transaction and is willing and able to accept those terms and conditions and to
assume those risks, financially and otherwise.

                  (3) PURPOSE. It is entering into the Transaction for the
purposes of managing its borrowings or investments, hedging its underlying
assets or liabilities or in connection with a line of business.

PRINCIPAL. It is entering into the Transaction as principal, and not as agent or
in any other capacity, fiduciary or otherwise.

          NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR
          AFFILIATE OF THE BEAR STEARNS COMPANIES INC. OTHER THAN BSFP IS AN
          OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.

5.     Account Details and
       Settlement Information:     PAYMENTS TO BSFP:
                                   Citibank, N.A., New York
                                   ABA Number: 021-0000-89, for the account of
                                   Bear, Stearns Securities Corp.
                                   Account Number: 0925-3186, for further credit
                                   to Bear Stearns Financial Products Inc.
                                   Sub-account Number: 102-04654-1-3
                                   Attention: Derivatives Department

                                   PAYMENTS TO COUNTERPARTY:
                                   Please provide


                                      R-8
<PAGE>


This Agreement may be executed in several counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the
foregoing correctly sets forth the terms of the Transaction by signing in the
space provided below and returning to BSFP a facsimile of the fully-executed
Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions, please
contact SUSAN DONLON by telephone at 212-272-2364. For all other inquiries
please contact ORLAITH O'DEA by telephone at 353-1-402-6220 Originals will be
provided for your execution upon your request.

We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.

Very truly yours,

BEAR STEARNS FINANCIAL PRODUCTS INC.



By:    _______________________________
       Name:
       Title:

Counterparty, acting through its duly authorized signatory, hereby agrees to,
accepts and confirms the terms of the foregoing as of the Trade Date.

COUNTRYWIDE HOME LOANS, INC.



By:    _______________________________
       As authorized agent or officer for Countrywide Home Loans, Inc.
       Name:
       Title:



                                      R-9
<PAGE>




                          SCHEDULE OF NOTIONAL AMOUNTS

          (all such dates subject to adjustment in accordance with the
                            Business Day Convention)


FROM AND INCLUDING         TO BUT EXCLUDING           APPLICABLE NOTIONAL AMOUNT
------------------         ----------------                      (USD)
                                                                 -----



















                                Termination Date





                                      R-10
<PAGE>



                                    EXHIBIT S


                 FORM OF CORRIDOR CONTRACT ASSIGNMENT AGREEMENT


                              ASSIGNMENT AGREEMENT

         ASSIGNMENT AGREEMENT, dated as of _________________ ("Assignment
Agreement"), among ____________________________ ("Assignor"),
____________________, not in an individual capacity but as Trustee for CWABS,
Inc. Asset-Backed Certificates, Series 2003-SC1 ("Assignee"), pursuant to a
Pooling and Servicing Agreement dated as of November 1, 2003 (the "Pooling and
Servicing Agreement") among CWABS, Inc., as depositor, Assignor, as seller,
Countrywide Home Loans Servicing LP, as master servicer, Assignee, as trustee
and Bear Stearns Financial Products Inc. ("Remaining Party").

                               W I T N E S S E T H:

         WHEREAS, effective as of _________________, Assignor desires to assign
all of its rights and delegate all of its duties and obligations to Assignee
under that certain Transaction (the "Assigned Transaction") as evidenced by the
certain confirmation and agreement dated _________________ whose reference
number is _________ (the "Confirmation and Agreement"), a copy of which is
attached hereto as Exhibit I;

         WHEREAS, Assignor and Remaining Party have executed and delivered the
Confirmation and Agreement in lieu of negotiating both an ISDA Master Agreement
(Multicurrency--Cross Border) form (the "ISDA Form Master Agreement") and a
Schedule thereto;

         WHEREAS, Assignee desires to accept the assignment of rights and assume
the delegation of duties and obligations of the Assignor under the Assigned
Transaction, including any modifications agreed to by the parties; and

         WHEREAS, Assignor desires to obtain the written consent of Remaining
Party to the assignment, delegation, and assumption and Remaining Party desires
to grant such consent in accordance with the terms hereof

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:

         1. ASSIGNMENT AND ASSUMPTION. Effective as of and from
_________________ (the "Effective Date"), Assignor hereby assigns all of its
rights and delegates all of its duties and obligations to Assignee and Assignee
hereby assumes all Assignor's rights, duties, and obligations under the Assigned
Transaction arising on or after the Effective Date.


<PAGE>


         2. RELEASE. Effective as of and from the Effective Date, Remaining
Party hereby releases Assignor from all duties and obligations owed under and in
respect of the Assigned Transaction, and upon the assumption by Assignee,
Assignor shall have no rights under and in respect of the Assigned Transaction
or the Remaining Party.

         3. LIMITATION ON LIABILITY. Assignor and Remaining Party agree to the
following: (a) the sole recourse in respect of the obligations of Assignee
hereunder and under the Assigned Transaction shall be to the Trust Fund (as
defined in the Pooling and Servicing Agreement); (b) __________________________
is entering into this Assignment Agreement solely in its capacity as trustee and
not in its individual capacity under the Pooling and Servicing Agreement; and
(c) in no case shall ____ (or any person acting as successor trustee under the
Pooling and Servicing Agreement) be personally liable for or on account of any
of the statements, representations, warranties, covenants or obligations stated
to be those of Assignor under the terms of the Assigned Transaction, all such
liability, if any, being expressly waived by Assignor and Remaining Party and
any person claiming by, through or under either such party.

         4. CONSENT AND ACKNOWLEDGMENT OF REMAINING PARTY. Remaining Party
hereby consents to the assignment and delegation by Assignor to Assignee of all
the rights, duties, and obligations of Assignor under the Assigned Transaction
pursuant to this Assignment Agreement. In addition, Remaining Party hereby
acknowledges that the responsibilities of Assignee under the Assigned
Transaction will be performed on its behalf by Countrywide Home Loans Servicing
LP, as master servicer under the Pooling and Servicing Agreement.

         5. REPRESENTATIONS. Each party hereby represents and warrants to the
other parties as follows:

         (a) It is duly organized, validly existing and in good standing under
         the laws of its organization or incorporation;

         (b) It has the power to execute and deliver this Assignment Agreement;
         and

         (c) Its obligations under this Assignment Agreement constitute its
         legal, valid and binding obligations, enforceable in accordance with
         their respective terms.

         Each of Assignor and Remaining Party represents that no event or
condition has occurred that constitutes an Event of Default, a Potential Event
of Default or, to the party's knowledge, a Termination Event (as such terms are
defined in the Confirmation and Agreement), with respect to the party, and no
such event would occur as a result of the party's entering into or performing
its obligations under this Assignment Agreement.

         6. INDEMNITY. Each of Assignor and Remaining Party hereby agrees to
indemnify and hold harmless Assignee with respect to any and all claims arising
under the Assigned Transaction prior to the Effective Date. Each of Assignee
(subject to the limitations set forth in paragraph 3 above) and Remaining Party
hereby agrees to indemnify and hold harmless Assignor with respect to any and
all claims arising under the Assigned Transaction on or after the Effective
Date.


<PAGE>


         7. GOVERNING LAW. This Assignment Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         8. NOTICES For the purposes of this Assignment Agreement and Section
12(a) of the Assigned Transaction, the addresses for notices or communications
are as follows: (i) in the case of Assignor, ___________________________________
________________________________________________________________, with a copy to
the same address, Attention: ________________, or such other address as may be
hereafter furnished in writing to Assignee and Remaining Party; (ii) in the case
of Assignee, _________________________________________________________________,
Attention: ________________________________________________________________, or
such other address as may be hereafter furnished in writing to Assignor and
Remaining Party; and (iii) in the case of Remaining Party, _____________________
___________________, Attention: _______________________________________________,
with a copy to, ________________________________________________________________
______________________________________________________, or such other address as
may be hereafter furnished in writing to Assignor and Assignee.

         9. PAYMENTS All payments remitted by Remaining Party under the Assigned
Transaction shall be made by wire transfer according to the following
instructions:

                                            _________________________
                                            _________________________
                                            ABA # ___________________
                                            GLA # ___________________
                                            For Further Credit: _____
                                            Attn:   _________________
                                            _________________________

         10. COUNTERPARTS This Assignment Agreement may be executed and
delivered in counterparts (including by facsimile transmission), each of which
when executed shall be deemed to be an original but all of which taken together
shall constitute one and the same instrument.

         11. AMENDMENTS TO CONFIRMATION AND AGREEMENT

         (a) Section 2 of the Confirmation and Agreement is amended by adding at
the end thereof the following subsection:

"(h) Substitution Event. If at any time the unsecured, unsubordinated long-term
obligations, or equivalent, of BSFP, shall be rated A+ or below by S&P or A1 or
below by Moody's, and within ten (10) business days following the issuance of
such a rating, BSFP, using its good faith efforts, fails to find a person
acceptable to the Counterparty, which acceptance shall not be unreasonably
withheld, to whom all of BSFP's interests


<PAGE>


and obligations under this Agreement shall be assigned at no cost to the
Counterparty, and following which BSFP shall be released from all further
obligations under this Agreement, then, at the option of the Counterparty, such
failure shall constitute an Additional Termination Event with BSFP as the
Affected Party."


         (b) Section 6 of the Confirmation and Agreement is amended by adding at
the end thereof the following subsections:

"(m) Non-Petition. BSFP hereby irrevocably and unconditionally agrees that it
will not institute against, or join any other person in instituting against, the
Assignee, any bankruptcy, reorganization, arrangement, insolvency, or similar
proceeding under the laws of the United States, the Cayman Islands or any other
jurisdiction for the non-payment of any amount due hereunder or any other reason
until the payment in full of the Notes (as defined in the Indenture) and the
expiration of a period of one year plus ten days (or, if longer, the applicable
preference period) following such payment.

(n) ADDITIONAL PROVISIONS. Notwithstanding the terms of Sections 5 and 6 of the
ISDA Form Master Agreement, the provisions of Sections 5(a)(ii), 5(a)(iii) and
5(a)(iv) shall not apply to BSFP or the Counterparty.

(o) NO SET-OFF. Notwithstanding any provision of this Agreement or any other
existing or future agreement, each party irrevocably waives any and all rights
it may have to set off, net, recoup or otherwise withhold or suspend or
condition payment or performance of any obligation between it and the other
party hereunder against any obligation between it and the other party under any
other agreements. The provisions for Set-off set forth in Section 6(e) of the
Agreement shall not apply for purposes of this Transaction.

         (c) Section 8 of the Confirmation and Agreement is amended by adding
"(4)" before "Principal." and by adding at the end thereof the following
subsection:

         (5) ELIGIBLE CONTRACT PARTICIPANT. Each party constitutes an "eligible
contract participant" as such term is defined in Section 1(a)12 of the Commodity
Exchange Act, as amended."





<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement as of the date first above written.

                                       [PARTY]





                                       By:___________________________
                                       Name:
                                       Title:



                                       [PARTY]



                                       By:___________________________
                                       Name:
                                       Title:


                                       [PARTY]



                                       By:___________________________
                                       Name:
                                       Title:











<PAGE>


                                    EXHIBIT T


                OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS


                           ASSET-BACKED CERTIFICATES,
                                 Series 2003-SC1

                                                       [Date]

Via Facsimile

The Bank of New York,
         as Trustee
101 Barclay St., 8W
New York, New York  10286


Dear Sir or Madam:

                  Reference is made to the Pooling and Servicing Agreement,
dated as of November 1, 2003, (the "Pooling and Servicing Agreement") among
CWABS, Inc., as Depositor, Countrywide Home Loans, Inc., as Seller, Countrywide
Home Loans Servicing LP, as Master Servicer and The Bank of New York, as
Trustee. Capitalized terms used herein shall have the meanings ascribed to such
terms in the Pooling and Servicing Agreement.

                  __________________ hereby certifies that he/she is a Servicing
Officer, holding the office set forth beneath his/her name and hereby further
certifies as follows:

                  With respect to the Distribution Date in _________ 20[ ] and
each Mortgage Loan set forth in the attached schedule:

                  1. A Principal Prepayment in full or in part was received
during the related Prepayment Period;

                  2. Any Prepayment Charge due under the terms of the Mortgage
Note with respect to such Principal Prepayment was or was not, as indicated on
the attached schedule using "Yes" or "No", received from the Mortgagor and
deposited in the Certificate Account;

                  3. As to each Mortgage Loan set forth on the attached schedule
for which all or part of the Prepayment Charge required in connection with the
Principal Prepayment was waived by the Master Servicer, such waiver was, as
indicated on the attached schedule, based upon:

                           (i) the Master Servicer's determination that such
         waiver would maximize recovery of Liquidation Proceeds for such
         Mortgage Loan, taking into account the value of such Prepayment Charge,
         or


<PAGE>


                           (ii)(A) the enforceability thereof is limited (1) by
         bankruptcy, insolvency, moratorium, receivership, or other similar law
         relating to creditors' rights generally or (2) due to acceleration in
         connection with a foreclosure or other involuntary payment, or (B) the
         enforceability is otherwise limited or prohibited by applicable law;
         and

                  4. We certify that all amounts due in connection with the
waiver of a Prepayment Charge inconsistent with clause 3 above which are
required to be deposited by the Servicer pursuant to Section 3.20 of the Pooling
and Servicing Agreement, have been or will be so deposited.

                                            COUNTRYWIDE HOME LOANS SERVICING LP,
                                              as Master Servicer


                                            By:  COUNTRYWIDE GP, INC.



                                            By: ________________________________
                                              Name:
                                              Title:





<PAGE>


         SCHEDULE OF MORTGAGE LOANS FOR WHICH A PREPAYMENT WAS RECEIVED
                      DURING THE RELATED PREPAYMENT PERIOD


------------------------ ------------------------- ----------------------------
LOAN NUMBER              CLAUSE 2:  YES/NO         CLAUSE 3:  (I) OR (II)
------------------------ ------------------------- ----------------------------

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

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

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

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

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

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

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

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

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