EXHIBIT 4.1
                                  -----------







                                       6

<PAGE>


                                                                EXECUTION COPY





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



                         BOND SECURITIZATION, L.L.C.,
                                   Depositor

             CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC,
                                    Seller

                           LITTON LOAN SERVICING LP,
                                   Servicer



                                      and



                       U.S. BANK NATIONAL ASSOCIATION,
                                    Trustee


                        POOLING AND SERVICING AGREEMENT



                          Dated as of October 1, 2005



                                2005-CB7 Trust


       C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB7



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



<PAGE>


<TABLE>
<CAPTION>
                                    TABLE OF CONTENTS

                                                                                          Page

<S>                   <C>                                                                 <C>
ARTICLE I DEFINITIONS........................................................................6

        Section 1.01  Defined Terms..........................................................6
                      -------------

        Section 1.02  Accounting............................................................48
                      ----------

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..................48

        Section 2.01  Conveyance of Mortgage Loans..........................................48
                      ----------------------------

        Section 2.02  Acceptance by Trustee.................................................50
                      ---------------------

        Section 2.03  Repurchase or Substitution of Mortgage Loans by the Seller............52
                      ----------------------------------------------------------

        Section 2.04  Representations and Warranties of the Seller with Respect to
                      -------------------------------------------------------------
                      the Mortgage Loans....................................................54
                      ------------------

        Section 2.05  Representations, Warranties and Covenants of the Servicer.............55
                      ---------------------------------------------------------

        Section 2.06  Representations and Warranties of the Depositor.......................57
                      -----------------------------------------------

        Section 2.07  Issuance of Certificates and the Uncertificated Regular
                      --------------------------------------------------------
                      Interests.............................................................58
                      ---------

        Section 2.08  Representations and Warranties of the Seller..........................59
                      --------------------------------------------

        Section 2.09  Covenants of the Seller...............................................60
                      -----------------------

ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND..................................61

        Section 3.01  Servicer to Act as Servicer...........................................61
                      ---------------------------

        Section 3.02  Collection of Mortgage Loan Payments..................................62
                      ------------------------------------

        Section 3.03  Realization Upon Defaulted Mortgage Loans.............................63
                      -----------------------------------------

        Section 3.04  Collection Account and Distribution Account...........................64
                      -------------------------------------------

        Section 3.05  Permitted Withdrawals From the Collection Account.....................65
                      -------------------------------------------------

        Section 3.06  Establishment of Escrow Account; Deposits in Escrow Account...........66
                      -----------------------------------------------------------

        Section 3.07  Permitted Withdrawals From Escrow Account.............................67
                      -----------------------------------------

        Section 3.08  Payment of Taxes, Insurance and Other Charges; Collections
                      -----------------------------------------------------------
                      Thereunder............................................................67
                      ----------

        Section 3.09  Transfer of Accounts..................................................68
                      --------------------

                                    - i -

<PAGE>

                                    TABLE OF CONTENTS
                                       (continued)
                                                                                         Page

        Section 3.10  Maintenance of Hazard Insurance.......................................68
                      -------------------------------

        Section 3.11  Maintenance of Mortgage Impairment Insurance Policy...................69
                      ---------------------------------------------------

        Section 3.12  Fidelity Bond, Errors and Omissions Insurance.........................69
                      ---------------------------------------------

        Section 3.13  Title, Management and Disposition of REO Property and Certain
                      --------------------------------------------------------------
                      Delinquent Mortgage Loans.............................................70
                      -------------------------

        Section 3.14  Due-on-Sale Clauses; Assumption and Substitution Agreements...........71
                      -----------------------------------------------------------

        Section 3.15  Notification of Adjustments...........................................72
                      ---------------------------

        Section 3.16  Optional Purchases of Mortgage Loans by Servicer......................72
                      ------------------------------------------------

        Section 3.17  Trustee to Cooperate; Release of Files................................73
                      --------------------------------------

        Section 3.18  Servicing Compensation................................................74
                      ----------------------

        Section 3.19  Annual Statement as to Compliance.....................................74
                      ---------------------------------

        Section 3.20  Annual Independent Certified Public Accountants' Reports..............75
                      --------------------------------------------------------

        Section 3.21  Access to Certain Documentation and Information Regarding the
                      --------------------------------------------------------------
                      Mortgage Loans........................................................75
                      --------------

        Section 3.22  Reserved..............................................................75
                      --------

        Section 3.23  Obligations of the Servicer in Respect of Compensating Interest.......75
                      ---------------------------------------------------------------

        Section 3.24  Obligations of the Servicer in Respect of Mortgage Interest
                      ------------------------------------------------------------
                      Rates and Monthly Payments............................................76
                      --------------------------

        Section 3.25  Investment of Funds in the Collection Account and the
                      ------------------------------------------------------
                      Distribution Account..................................................76
                      --------------------

        Section 3.26  Liability of Servicer; Indemnification................................77
                      --------------------------------------

        Section 3.27  Reports of Foreclosure and Abandonment of Mortgaged Properties........78
                      --------------------------------------------------------------

        Section 3.28  Protection of Assets..................................................78
                      --------------------

        Section 3.29  Periodic Filings......................................................78
                      ----------------

        Section 3.30  Advance Facility......................................................80
                      ----------------

ARTICLE IV FLOW OF FUNDS....................................................................82

        Section 4.01  Interest Distributions................................................82
                      ----------------------

                                    - ii -

<PAGE>

                                    TABLE OF CONTENTS
                                       (continued)
                                                                                          Page


        Section 4.02  Distributions of Principal and Monthly Excess Cashflow Amounts........83
                      --------------------------------------------------------------

        Section 4.03  Allocation of Losses..................................................91
                      --------------------

        Section 4.04  Method of Distribution................................................91
                      ----------------------

        Section 4.05  Distributions on Book-Entry Certificates..............................91
                      ----------------------------------------

        Section 4.06  Statements............................................................92
                      ----------

        Section 4.07  Remittance Reports; Advances..........................................94
                      ----------------------------

        Section 4.08  Basis Risk Reserve Fund...............................................96
                      -----------------------

        Section 4.09  REMIC Distributions...................................................97
                      -------------------

ARTICLE V THE CERTIFICATES.................................................................100

        Section 5.01  The Certificates.....................................................100
                      ----------------

        Section 5.02  Registration of Transfer and Exchange of Certificates................101
                      -----------------------------------------------------

        Section 5.03  Mutilated, Destroyed, Lost or Stolen Certificates....................106
                      -------------------------------------------------

        Section 5.04  Persons Deemed Owners................................................106
                      ---------------------

        Section 5.05  Appointment of Paying Agent..........................................106
                      ---------------------------

ARTICLE VI THE SELLER, THE SERVICER AND THE DEPOSITOR......................................107

        Section 6.01  Liability of the Seller, the Servicer and the Depositor..............107
                      -------------------------------------------------------

        Section 6.02  Merger or Consolidation of, or Assumption of the Obligations
                      -------------------------------------------------------------
                      of, the Seller, the Servicer or the Depositor........................107
                      ---------------------------------------------

        Section 6.03  Limitation on Liability of the Servicer and Others...................107
                      --------------------------------------------------

        Section 6.04  Servicer Not to Resign...............................................108
                      ----------------------

        Section 6.05  Delegation of Duties.................................................108
                      --------------------

ARTICLE VII DEFAULT........................................................................109

        Section 7.01  Servicer Events of Termination.......................................109
                      ------------------------------

        Section 7.02  Trustee to Act; Appointment of Successor.............................110
                      ----------------------------------------

        Section 7.03  Waiver of Defaults...................................................111
                      ------------------

        Section 7.04  Notification to Certificateholders...................................112
                      ----------------------------------

                                   - iii -

<PAGE>

                                    TABLE OF CONTENTS
                                       (continued)
                                                                                         Page

        Section 7.05  Survivability of Servicer Liabilities................................112
                      -------------------------------------

ARTICLE VIII THE TRUSTEE...................................................................112

        Section 8.01  Duties of Trustee....................................................112
                      -----------------

        Section 8.02  Certain Matters Affecting the Trustee................................113
                      -------------------------------------

        Section 8.03  Trustee Not Liable for Certificates or Mortgage Loans................114
                      -----------------------------------------------------

        Section 8.04  Trustee May Own Certificates.........................................115
                      ----------------------------

        Section 8.05  Seller to Pay Trustee Fees and Expenses..............................115
                      ---------------------------------------

        Section 8.06  Eligibility Requirements for Trustee.................................116
                      ------------------------------------

        Section 8.07  Resignation or Removal of Trustee....................................116
                      ---------------------------------

        Section 8.08  Successor Trustee....................................................117
                      -----------------

        Section 8.09  Merger or Consolidation of Trustee...................................117
                      ----------------------------------

        Section 8.10  Appointment of Co-Trustee or Separate Trustee........................117
                      ---------------------------------------------

        Section 8.11  Limitation of Liability..............................................118
                      -----------------------

        Section 8.12  Trustee May Enforce Claims Without Possession of Certificates........119
                      -------------------------------------------------------------

        Section 8.13  Suits for Enforcement................................................119
                      ---------------------

        Section 8.14  Waiver of Bond Requirement...........................................119
                      --------------------------

        Section 8.15  Waiver of Inventory, Accounting and Appraisal Requirement............119
                      ---------------------------------------------------------

        Section 8.16  Compliance with National Housing Act of 1934.........................119
                      --------------------------------------------

ARTICLE IX REMIC AND GRANTOR TRUST ADMINISTRATION..........................................120

        Section 9.01  REMIC Administration.................................................120
                      --------------------

        Section 9.02  Prohibited Transactions and Activities...............................123
                      --------------------------------------

        Section 9.03  Indemnification with Respect to Certain Taxes and Loss of REMIC
                      ----------------------------------------------------------------
                      Status...............................................................123
                      ------

        Section 9.04  REO Property.........................................................123
                      ------------

        Section 9.05  Grantor Trust Administration.........................................124
                      ----------------------------

ARTICLE X TERMINATION......................................................................124

                                      iv
<PAGE>

                                    TABLE OF CONTENTS
                                       (continued)
                                                                                          Page

        Section 10.01 Termination..........................................................124
                      -----------

        Section 10.02 Additional Termination Requirements..................................126
                      -----------------------------------

ARTICLE XI MISCELLANEOUS PROVISIONS........................................................127

        Section 11.01 Amendment............................................................127
                      ---------

        Section 11.02 Recordation of Agreement; Counterparts...............................128
                      --------------------------------------

        Section 11.03 Limitation on Rights of Certificateholders...........................128
                      ------------------------------------------

        Section 11.04 Governing Law; Jurisdiction..........................................129
                      ---------------------------

        Section 11.05 Notices..............................................................129
                      -------

        Section 11.06 Severability of Provisions...........................................129
                      --------------------------

        Section 11.07 Article and Section References.......................................129
                      ------------------------------

        Section 11.08 Notice to the Rating Agencies........................................130
                      -----------------------------

        Section 11.09 Further Assurances...................................................130
                      ------------------

        Section 11.10 Benefits of Agreement................................................131
                      ---------------------

        Section 11.11 Acts of Certificateholders...........................................131
                      --------------------------


                                    - v -

</TABLE>

<PAGE>


                                   EXHIBITS

Exhibit A-1      Form of Class AF-1 Certificates
Exhibit A-2      Form of Class AF-2 Certificates
Exhibit A-3      Form of Class AF-3 Certificates
Exhibit A-4      Form of Class AF-4 Certificates
Exhibit B-1-1    Form of Class B-1 Certificates (144A)
Exhibit B-1-2    Form of Class B-1 Certificates (Regulation S)
Exhibit B-2-1    Form of Class B-2 Certificates (144A)
Exhibit B-2-2    Form of Class B-2 Certificates (Regulation S)
Exhibit B-3-1    Form of Class B-3 Certificates (144A)
Exhibit B-3-2    Form of Class B-3 Certificates (Regulation S)
Exhibit B-4-1    Form of Class B-4 Certificates (144A)
Exhibit B-4-2    Form of Class B-4 Certificates (Regulation S)
Exhibit B-5-1    Form of Class B 5 Certificates (144A)
Exhibit B-5-2    Form of Class B 5 Certificates (Regulation S)
Exhibit C-1-1    Form of Class R Certificate
Exhibit C-1-2    Form of Class R-X Certificates
Exhibit C-2      Form of Class M-1 Certificates
Exhibit C-3      Form of Class M-2 Certificates
Exhibit C-4      Form of Class M-3 Certificates
Exhibit C-5      Form of Class M-4 Certificates
Exhibit C-6      Form of Class M-5 Certificates
Exhibit C-7      Form of Class M-6 Certificates
Exhibit C-8      Form of Class X Certificates
Exhibit C-9      Form of Class N Certificates
Exhibit D        Mortgage Loan Schedule
Exhibit E        Form of Request for Release of Documents
Exhibit F-1      Form of Custodian's Initial Certification
Exhibit F-2      Form of Custodian's Final Certification
Exhibit F-3      Form of Receipt of Mortgage Note
Exhibit G        Mortgage Loan Purchase Agreement
Exhibit H        Form of Lost Note Affidavit
Exhibit I        Form of ERISA Representation
Exhibit J        Forms of Investment Letters
Exhibit K        Form of Residual Certificate Transfer Affidavit
Exhibit L        Form of Transferor Certificate
Exhibit M        Monthly Information Provided by Servicer
Exhibit N        Form of Certification to be Provided with Form 10-K
Exhibit O        Form of Certification to be Provided by Trustee to the Servicer
Exhibit P        Form of Cap Contract
Exhibit Q        Form of Power of Attorney
Exhibit R        Form of Officer's Certificate with Respect to Prepayments


                                    - i -

<PAGE>


      This Pooling and Servicing Agreement is dated as of October 1, 2005 (the
"Agreement"), among BOND SECURITIZATION, L.L.C., as depositor (the
"Depositor"), CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC, as seller
(the "Seller"), LITTON LOAN SERVICING LP, as servicer (the "Servicer") and
U.S. BANK NATIONAL ASSOCIATION, as trustee (the "Trustee").

                             PRELIMINARY STATEMENT

      The Depositor intends to sell pass-through certificates (collectively,
the "Certificates"), to be issued hereunder in multiple Classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of nineteen Classes of
Certificates, designated as (i) the Class AF-1, Class AF-2, Class AF-3 and
Class AF-4 Certificates, (ii) the Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5 and Class M-6 Certificates, (iii) the Class B-1, Class B-2, Class
B-3, Class B-4 and Class B-5 Certificates, (iv) the Class N Certificates, (v)
the Class X Certificates, (vi) the Class R Certificates and the Class R-X
Certificates.

      As provided herein, the Trustee shall elect that the Trust Fund (other
than the Cap Contract, the Cap Contract Reserve Fund, the Basis Risk Reserve
Fund and the Grantor Trust) be treated for federal income tax purposes as
eight separate real estate mortgage investment conduits (each a "REMIC" or, in
the alternative, "REMIC 1," "REMIC 2," "REMIC B-1," "REMIC B-2," "REMIC B-3,"
"REMIC B-4," "REMIC B-5," and "REMIC X/N" respectively). The REMIC X/N Regular
Interests represent all of the "regular interests" in REMIC X/N. The REMIC B-5
Regular Interests represent all of the "regular interests" in REMIC B-5. The
REMIC B-4 Regular Interests represent all of the "regular interests" in REMIC
B-4. The REMIC B-3 Regular Interests represent all of the "regular interests"
in REMIC B-3. The REMIC B-2 Regular Interests represent all of the "regular
interests" in REMIC B-2. The REMIC B-1 Regular Interests represent all of the
"regular interests" in REMIC B-1. The REMIC 2 Regular Interests represent all
of the "regular interests" in REMIC 2. The REMIC 1 Regular Interests represent
all of the "regular interests" in REMIC 1. Each Class of Cap Carryover
Certificates (other than the Class B Certificates) represents beneficial
ownership of the Corresponding REMIC 2 Regular Interest and the right to
receive Adjusted Net WAC Carryover Amounts. The Class B-1 Certificates
represent beneficial ownership of the REMIC B-1 Regular Interest and the right
to receive Adjusted Net WAC Carryover Amounts. The Class B-2 Certificates
represent beneficial ownership of the REMIC B-2 Regular Interest and the right
to receive Adjusted Net WAC Carryover Amounts. The Class B-3 Certificates
represent beneficial ownership of the REMIC B-3 Regular Interest and the right
to receive Adjusted Net WAC Carryover Amounts. The Class B-4 Certificates
represent beneficial ownership of the REMIC B-4 Regular Interest and the right
to receive Adjusted Net WAC Carryover Amounts. The Class B-5 Certificates
represent beneficial ownership of the REMIC B-5 Regular Interest and the right
to receive Adjusted Net WAC Carryover Amounts.

      For federal income tax purposes, the Class N and Class X Certificates
together represent beneficial ownership of the REMIC X/N X/N Interest subject
to the obligation to pay Adjusted Net WAC Carryover Amounts (other than
Adjusted Net WAC Carryover Amounts funded from the Cap Contract or the Cap
Contract Reserve Fund). Each of the Class R-1 and Class R-2 Interests,
represented collectively by the Class R Certificates, represents the sole
Class of "residual interest" in REMIC 1 and REMIC 2, respectively, for
purposes of the REMIC Provisions. Each of the Class R-B-1, Class R-B-2, Class
R-B-3, Class R-B-4, Class R-B-5 and Class R-X/N Interests, represented
collectively by the Class R-X Certificates, represent the sole Class of
"residual interest" in REMIC B-1, REMIC B-2, REMIC B-3, REMIC B-4, REMIC B-5
and REMIC X/N, respectively, for purposes of the REMIC provisions. The REMIC 1
Regular Interests will be held as assets of REMIC 2. The REMIC 2- X/N Interest
will be held as the sole asset of REMIC X/N. For federal income tax purposes,
the REMIC X/N X/N Interest will be held as the asset of the Grantor Trust. The
REMIC 2-B1 Interest will be held as the sole asset of REMIC B-1. The REMIC
2-B2 Interest will be held as the sole asset of REMIC B-2. The REMIC 2- B3
Interest

<PAGE>

will be held as the sole asset of REMIC B-3. The REMIC 2-B4 Interest will be
held as the sole asset of REMIC B-4. The REMIC 2-B5 Interest will be held as
the sole asset of REMIC B-5. The "latest possible maturity date" for federal
income tax purposes of all interests created hereby will be the Distribution
Date in November 2035.

      REMIC 1

      The following table specifies the class designation, interest rate, and
initial principal amount for each class of REMIC 1 Interests.

    Designation        Interest Rate    Initial Principal    Related REMIC 2
    -----------        -------------    -----------------    ---------------
                                              Amount             Interest
                                              ------             --------

     REMIC 1-A1             (1)                 (3)             REMIC 2-A1
     REMIC 1-A2             (1)                 (3)             REMIC 2-A2
     REMIC 1-A3             (1)                 (3)             REMIC 2-A3
     REMIC 1-A4             (1)                 (3)             REMIC 2-A4
     REMIC 1-M1             (1)                 (3)             REMIC 2-M1
     REMIC 1-M2             (1)                 (3)             REMIC 2-M2
     REMIC 1-M3             (1)                 (3)             REMIC 2-M3
     REMIC 1-M4             (1)                 (3)             REMIC 2-M4
     REMIC 1-M5             (1)                 (3)             REMIC 2-M5
     REMIC 1-M6             (1)                 (3)             REMIC 2-M6
     REMIC 1-B1             (1)                 (3)             REMIC 2-B1
     REMIC 1-B2             (1)                 (3)             REMIC 2-B2
     REMIC 1-B3             (1)                 (3)             REMIC 2-B3
     REMIC 1-B4             (1)                 (3)             REMIC 2-B4
     REMIC 1-B5             (1)                 (3)             REMIC 2-B5
     REMIC 1-X              (1)                 (4)                     N/A
     R-1                    (2)                 (2)                     N/A
---------------------

   (1) For any Distribution Date, the interest rate for these interests shall
       be the Net Rate.

   (2) The Class R-1 Interest shall represent the sole class of residual
       interest in REMIC 1. The Class R-1 Interest will not have a principal
       amount or an interest rate. The Class R-1 Interest shall be represented
       by the Class R Certificate.

   (3) The initial principal amount of these interests shall be an amount
       equal to 50% of the initial principal amount of the related
       certificates.

   (4) The initial principal amount of this interest shall be an amount equal
       to the excess of (i) the aggregate Cut-off Date Principal Balance of
       the Mortgage Loans over (ii) the aggregate initial principal amount of
       the Marker Interests.

       All computations with respect to any REMIC 1 Interest shall be taken out
to ten decimal places.

      REMIC 2

      The sole assets of REMIC 2 shall be the REMIC 1 Regular Interests. The
regular interests in REMIC 2 shall be the REMIC 2 Regular Interests.


                                      2
<PAGE>

      The following table specifies the class designation, interest rate, and
initial principal amount for each class of REMIC 2 Interests.

    Designation        Interest Rate    Initial Principal        Related
    -----------        -------------    -----------------        -------
                                              Amount          Certificate or
                                              ------          --------------
                                                                  REMIC
                                                                  -----
 REMIC 2-A1                 (1)              $177,123,000       Class AF-1
 REMIC 2-A2                 (2)              $101,220,000       Class AF-2
 REMIC 2-A3                 (3)               $23,181,000       Class AF-3
 REMIC 2-A4                 (4)               $33,503,000       Class AF-4
 REMIC 2-M1                 (5)               $14,122,000        Class M-1
 REMIC 2-M2                 (6)               $14,122,000        Class M-2
 REMIC 2-M3                 (7)                $9,777,000        Class M-3
 REMIC 2-M4                 (8)                $7,604,000        Class M-4
 REMIC 2-M5                 (9)                $7,604,000        Class M-5
 REMIC 2-M6                (10)                $6,301,000        Class M-6
 REMIC 2-B1                (11)                $6,735,000        REMIC B-1
 REMIC 2-B2                (12)                $5,432,000        REMIC B-2
 REMIC 2-B3                (13)                $4,997,000        REMIC B-3
 REMIC 2-B4                (14)                $6,301,000        REMIC B-4
 REMIC 2-B5                (15)                $4,997,000        REMIC B-5
 REMIC 2-XN                (16)                (17)              REMIC XN
 R-2                       (18)                (18)                 N/A
(1)    Interest will accrue on the REMIC 2-A1 Interest during each Interest
       Accrual Period at a rate equal to the least of: (i) the Class AF-1
       Pass-Through Rate and (ii) the Net Rate.
(2)    Interest will accrue on the REMIC 2-A2 Interest during each Interest
       Accrual Period at a rate equal to the least of: (i) the Class AF-2
       Pass-Through Rate and (ii) the Net Rate.
(3)    Interest will accrue on the REMIC 2-A3 Interest at a rate equal to the
       least of: (i) the Class AF-3 Pass-Through Rate and (ii) the Net Rate.
(4)    Interest will accrue on the REMIC 2-A4 Interest at a rate equal to the
       least of: (i) the Class AF-4 Pass-Through Rate and (ii) the Net Rate.
(5)    Interest will accrue on the REMIC 2-M1 Interest at a rate equal to the
       least of: (i) the Class M-1 Pass-Through Rate and (ii) the Net Rate.
(6)    Interest will accrue on the REMIC 2-M2 Interest at a rate equal to the
       least of: (i) the Class M-2 Pass-Through Rate and (ii) the Net Rate.
(7)    Interest will accrue on the REMIC 2-M3 Interest at a rate equal to the
       least of: (i) the Class M-3 Pass-Through Rate and (ii) the Net Rate.
(8)    Interest will accrue on the REMIC 2-M4 Interest at a rate equal to the
       least of: (i) the Class M 4 Pass-Through Rate and (ii) the Net Rate.
(9)    Interest will accrue on the REMIC 2-M5 Interest at a rate equal to the
       least of: (i) the Class M 5 Pass-Through Rate and (ii) the Net Rate.
(10)   Interest will accrue on the Class M 6 Certificates at a rate equal to
       the least of: (i) the Class M 6 Pass-Through Rate and (ii) the Net
       Rate.
(11)   Interest will accrue on the REMIC 2-B1 Interest at a rate equal to the
       least of: (i) the Class B-1 Pass-Through Rate and (ii) the Net Rate.
(12)   Interest will accrue on the REMIC 2-B2 Interest at a rate equal to the
       least of: (i) the Class B-2 Pass-Through Rate and (ii) the Net Rate.
(13)   Interest will accrue on the REMIC 2-B3 Interest at a rate equal to the
       least of: (i) the Class B-3 Pass-Through Rate and (ii) the Net Rate.
(14)   Interest will accrue on the REMIC 2-B4 Interest at a rate equal to the
       least of: (i) the Class B-4 Pass-Through Rate and (ii) the Net Rate.


                                      3
<PAGE>

(15)   Interest will accrue on the REMIC 2-B5 Interest at a rate equal to the
       least of: (i) the Class B 5 Pass-Through Rate and (ii) the Net Rate.
(16)   For each Interest Accrual Period the REMIC 2-XN Interests are entitled
       to a specified portion of the interest on the REMIC 1 regular interests
       equal to the excess of the Net Rate over the product of two and the
       weighted average interest rate of the REMIC 1 regular interests with
       each such REMIC 1 regular interest (other than the R-1-X interest)
       subject to a cap and a floor equal to the Interest Rate of the
       Corresponding REMIC 2 Interest and the R-2-XN Interest subject to a cap
       of 0.00%. The Pass-Through Rate of the REMIC 2-XN interest shall be a
       rate sufficient to entitle it to all interest accrued on the Mortgage
       Loans less the interest accrued on the other regular interests issued
       by the REMIC-2.
(17)   The Original Principal Amount of the REMIC 2-XN will equal the
       Overcollateralization Amount.
(18)   The Class R-2 Interest shall represent the sole class of residual
       interest in REMIC 2. The Class R-2 Interest will not have a principal
       amount or an interest rate. The Class R-2 Interest shall be represented
       by the Class R Certificate.

      REMIC B-1

      The sole asset of REMIC B-1 shall be the REMIC 2-B1 Interest. The sole
regular interest in REMIC B-1 will be the REMIC B-1 B-1 Interest. The residual
interest in REMIC B-1 will be the Class R-B-1 Interest, which will be
represented by the Class R-X Certificate.

      REMIC B-2

      The sole asset of REMIC B-2 shall be the REMIC 2-B2 Interest. The sole
regular interest in REMIC B-2 will be the REMIC B-2 B-2 Interest. The residual
interest in REMIC B-2 will be the Class R-B-2 Interest, which will be
represented by the Class R-X Certificate.

      REMIC B-3

      The sole asset of REMIC B-3 shall be the REMIC 2-B3 Interest. The sole
regular interest in REMIC B-3 will be the REMIC B-3 B-3 Interest. The residual
interest in REMIC B-3 will be the Class R-B-3 Interest, which will be
represented by the Class R-X Certificate.

      REMIC B-4

      The sole asset of REMIC B-4 shall be the REMIC 2-B4 Interest. The sole
regular interest in REMIC B-4 will be the REMIC B-4 B-4 Interest. The residual
interest in REMIC B-4 will be the Class R-B-4 Interest, which will be
represented by the Class R-X Certificate.

      REMIC B-5

      The sole asset of REMIC B-5 shall be the REMIC 2-B5 Interest. The sole
regular interest in REMIC B-5 will be the REMIC B-5 B-5 Interest. The residual
interest in REMIC B-5 will be the Class R-B-5 Interest, which will be
represented by the Class R-X Certificate.

      REMIC X/N

      The sole asset of REMIC X/N shall be the REMIC 2-X/N Interest. The sole
regular interest in REMIC X/N will be the REMIC X/N X/N Interest. The residual
interest in REMIC X/N will be the Class R- X/N Interest, which will be
represented by the Class R-X Certificate.



                                      4
<PAGE>

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

                 Original Class
                   Certificate
              Principal Balance or         Pass-Through           Final
    Class        Notional Amount               Rate           Maturity Dates
------------  --------------------         ------------      ----------------
AF-1            $177,123,000                    (1)          November 25, 2035
AF-2            $101,220,000                    (2)          November 25, 2035
AF-3             $23,181,000                    (3)          November 25, 2035
AF-4             $33,503,000                    (4)          November 25, 2035
M-1              $14,122,000                    (5)          November 25, 2035
M-2              $14,122,000                    (6)          November 25, 2035
M-3               $9,777,000                    (7)          November 25, 2035
M-4               $7,604,000                    (8)          November 25, 2035
M-5               $7,604,000                    (9)          November 25, 2035
M-6               $6,301,000                   (10)          November 25, 2035
B-1               $6,735,000                   (11)          November 25, 2035
B-2               $5,432,000                   (12)          November 25, 2035
B-3               $4,997,000                   (13)          November 25, 2035
B-4               $6,301,000                   (14)          November 25, 2035
B-5               $4,997,000                   (15)          November 25, 2035
N                $11,800,000     (16)          4.50%               N/A
X                        N/A     (16)           N/A                N/A
R                        N/A                    N/A                N/A
R -X                     N/A                    N/A                N/A
Total           $434,819,000     (17)

(1)   Interest will accrue on the Class AF-1 Certificates during each Interest
      Accrual Period at a rate equal to the least of: (i) the Class AF-1
      Pass-Through Rate, (ii) the Net WAC Cap for such Distribution Date and
      (iii) the Maximum Rate Cap.
(2)   Interest will accrue on the Class AF-2 Certificates during each Interest
      Accrual Period at a rate equal to the least of: (i) the Class AF-2
      Pass-Through Rate, (ii) the Net WAC Cap for such Distribution Date and
      (iii) the Maximum Rate Cap.
(3)   Interest will accrue on the Class AF-3 Certificates at a rate equal to
      the least of: (i) the Class AF-3 Pass-Through Rate, (ii) the Net WAC Cap
      for such Distribution Date and (iii) the Maximum Rate Cap.
(4)   Interest will accrue on the Class AF-4 Certificates at a rate equal to
      the least of: (i) the Class AF-4 Pass-Through Rate, (ii) the Net WAC Cap
      for such Distribution Date and (iii) the Maximum Rate Cap.
(5)   Interest will accrue on the Class M-1 Certificates at a rate equal to
      the least of: (i) the Class M-1 Pass-Through Rate, (ii) the Net WAC Cap
      for such Distribution Date and (iii) the Maximum Rate Cap.
(6)   Interest will accrue on the Class M-2 Certificates at a rate equal to
      the least of: (i) the Class M-2 Pass-Through Rate, (ii) the Net WAC Cap
      for such Distribution Date and (iii) the Maximum Rate Cap.
(7)   Interest will accrue on the Class M-3 Certificates at a rate equal to
      the least of: (i) the Class M-3 Pass-Through Rate, (ii) the Net WAC Cap
      for such Distribution Date and (iii) the Maximum Rate Cap.


                                      5
<PAGE>

(8)   Interest will accrue on the Class M 4 Certificates at a rate equal to
      the least of: (i) the Class M 4 Pass-Through Rate, (ii) the Net WAC Cap
      for such Distribution Date and (iii) the Maximum Rate Cap.
(9)   Interest will accrue on the Class M 5 Certificates at a rate equal to
      the least of: (i) the Class M 5 Pass-Through Rate, (ii) the Net WAC Cap
      for such Distribution Date and (iii) the Maximum Rate Cap.
(10)  Interest will accrue on the Class M 6 Certificates at a rate equal to
      the least of: (i) the Class M 6 Pass-Through Rate, (ii) the Net WAC Cap
      for such Distribution Date and (iii) the Maximum Rate Cap.
(11)  Interest will accrue on the Class B-1 Certificates at a rate equal to
      the least of: (i) the Class B-1 Pass-Through Rate, (ii) the Net WAC Cap
      for such Distribution Date and (iii) the Maximum Rate Cap.
(12)  Interest will accrue on the Class B-2 Certificates at a rate equal to
      the least of: (i) the Class B-2 Pass-Through Rate, (ii) the Net WAC Cap
      for such Distribution Date and (iii) the Maximum Rate Cap.
(13)  Interest will accrue on the Class B-3 Certificates at a rate equal to
      the least of: (i) the Class B-3 Pass-Through Rate, (ii) the Net WAC Cap
      for such Distribution Date and (iii) the Maximum Rate Cap.
(14)  Interest will accrue on the Class B-4 Certificates at a rate equal to
      the least of: (i) the Class B-4 Pass-Through Rate, (ii) the Net WAC Cap
      for such Distribution Date and (iii) the Maximum Rate Cap.
(15)  Interest will accrue on the Class B 5 Certificates at a rate equal to
      the least of: (i) the Class B 5 Pass-Through Rate, (ii) the Net WAC Cap
      for such Distribution Date and (iii) the Maximum Rate Cap.
(16)  The Class N and Class X Certificates, collectively, represent the
      beneficial ownership of the REMIC X/N X/N Interest, subject to the
      obligation to make payments in respect of Adjusted Net WAC Carryover
      Amounts (other than Adjusted Net WAC Carryover Amounts funded from the
      Cap Contract and the Cap Contract Reserve Fund).
(17)  Exclusive of the Class N Notional Amount. The Class N Original Notional
      Amount is $11,800,000.

                                   ARTICLE I

                                  DEFINITIONS

      Section 1.01 Defined Terms.

      Whenever used in this Agreement or in the Preliminary Statement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article. Interest on the Class AF-1, Class
AF-2, Class AF-3, Class AF-4, Class B-4, Class B-5, Class N and Class X
Certificates and the REMIC 1 Regular Interests and the REMIC 2-X/N Interest
will be calculated on the basis of a 360-day year consisting of twelve 30-day
months. Unless otherwise specified, interest on the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3
Certificates will be calculated on the basis of the actual number of days in
the related Interest Accrual Period and a 360-day year.

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

      "60+ Day Delinquent Loan": With respect to any date of determination,
each Mortgage Loan with respect to which any portion of a Monthly Payment is,
as of the last day of the prior Collection


                                      6
<PAGE>

Period, two months or more past due, each Mortgage Loan in foreclosure, all
REO Property and each Mortgage Loan for which the Mortgagor has filed for
bankruptcy after the Closing Date.

      "Account":  Any of the Collection  Account,  the  Distribution  Account,
the Escrow Account,  the Basis Risk Reserve Fund and the Cap Contract  Reserve
Fund.

      "Accrued Certificate Interest": With respect to each Distribution Date
and Class of Certificates, an amount equal to the interest accrued at the
applicable rate set forth or described for such Class in the table in the
Preliminary Statement during the related Interest Accrual Period on the
Certificate Principal Balance or Notional Amount of such Class of
Certificates, reduced by such Class's Interest Percentage of Relief Act
Interest Shortfalls for such Distribution Date.

      "Adjusted Net WAC Carryover Amounts": For any Distribution Date and for
any of the Class A, Class M and Class B Certificates, the excess, if any, of
(1) the amount of interest such Class of Certificates is entitled to receive
over (2) the amount of interest such Class of Certificates would have been
entitled to receive had the Pass-Through Rate for such Class been the Net Rate
(as adjusted, in the case of the Class M, Class B-1, Class B-2 and Class B-3
Certificates, for the actual number of days in the related Interest Accrual
Period).

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

      "Adjustment Period":  As defined in the Preliminary Statement.

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

      "Advance Facility":  As defined in Section 3.30(a) hereof.

      "Advance Facility Notice":  As defined in Section 3.30(b) hereof.

      "Advance Financing Person":  As defined in Section 3.30(a) hereof.

      "Advance Reimbursement Amounts":  As defined in Section 3.30(b) hereof.

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

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

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

      "Applicable Regulations": As to any Mortgage Loan, all federal, state
and local laws, statutes, rules and regulations applicable thereto, including
with respect to each FHA Loan, the FHA Regulations


                                      7
<PAGE>

and the related FHA Insurance Contract and with respect to each VA Loan, the
VA Regulations and the related VA Guaranty.

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

      "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to
reflect or record the sale of the Mortgage.

      "Available Funds": As to any Distribution Date, an amount equal to the
excess of (i) the sum of (a) the aggregate of the Monthly Payments due during
the related Collection Period and received by the Servicer on or prior to the
related Determination Date, (b) Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds, Principal Prepayments, Substitution Adjustment Amounts,
the Purchase Price for any repurchased Mortgage Loan, the Termination Price
with respect to the termination of the Trust pursuant to Section 10.01 hereof,
any Reimbursement Amount or Subsequent Recovery deposited to the Collection
Account and other unscheduled recoveries of principal and interest (excluding
prepayment penalties) in respect of the Mortgage Loans during the related
Prepayment Period, (c) the aggregate of any amounts received in respect of an
REO Property withdrawn from any REO Account and deposited in the Collection
Account for such Distribution Date, (d) any Compensating Interest for such
Distribution Date, and (e) the aggregate of any Advances made by the Servicer
for such Distribution Date over (ii) the sum of (a) amounts reimbursable or
payable to the Servicer pursuant to Section 3.05, (b) Stayed Funds, (c) the
Servicing Fee and (d) amounts deposited in the Collection Account or the
Distribution Account, as the case may be, in error.

      "Balloon Mortgage Loan": A Mortgage Loan that provides for the payment
of the unamortized principal balance of such Mortgage Loan in a single payment
at the maturity of such Mortgage Loan that is substantially greater than the
preceding monthly payment.

      "Balloon Payment": A payment of the unamortized principal balance of a
Mortgage Loan in a single payment at the maturity of such Mortgage Loan that
is substantially greater than the preceding Monthly Payment.

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

      "Basis Risk Reserve Fund."  As defined in Section 4.08.

      "Basis Risk Reserve Fund Deposit." An amount equal to the lesser of (1)
the sum of (a) any Net WAC Carryover Amounts for the related Distribution Date
and (b) any other amounts required to be deposited therein pursuant to Section
4.08 hereof; and (2) any Monthly Excess Cashflow amount remaining on the
relating Distribution Date following the distributions pursuant to clauses (i)
to (xxxvii) of Section 4.02(b) hereof.

      "Book-Entry Certificates": Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of
which is reflected on the books of the Depository or on the books of a Person
maintaining an account with the Depository (directly, as a "Depository
Participant," or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 5.02 hereof). On the
Closing Date, the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class



                                      8
<PAGE>

M-1, Class M-2, Class M-3, Class M 4, Class M 5, Class M 6, Class B-1, Class
B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be Book-Entry
Certificates. "Book-Entry Regulation S Global Securities": As defined in
Section 5.01.

      "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in the State of Delaware, the State of New York,
the State of Texas or in 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.

      "Cap":  Either of the Net WAC Cap or the Maximum Rate Cap.

      "Cap  Carryover  Certificates":  The  Class  A,  Class  M  and  Class  B
Certificates.

      "Cap Contract": The confirmation and agreement and any related
confirmation thereto, between the Trust Fund or Trustee and the Cap Contract
Counterparty (in the form of Exhibit P hereto).

      "Cap Contract Counterparty":  The Bank of New York.

      "Cap Contract Notional Balance": With respect to any Distribution Date,
the Cap Contract Notional Balance set forth for such Distribution Date on the
attachment to the Cap Contract attached hereto.

      "Cap Contract  Termination  Date": The day after the  Distribution  Date
in August 2008.

      "Cap Contract Reserve Fund."  As defined in Section 4.02(g).

      "Cap Rate: With respect to each Distribution Date with respect to which
payments are received on the Cap Contract, a rate equal to the lesser of LIBOR
and 9.23% per annum.

      "Certificate":  Any Regular Certificate or Residual Certificate.

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

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

      "Certificate Principal Balance": With respect to any Class of
Certificates (other than the Class N, Class X and Residual Certificates) and
any Distribution Date, the Original Class Certificate Principal Balance
reduced by the sum of (i) all amounts actually distributed in respect of
principal of such Class on all prior Distribution Dates and (ii) Applied
Realized Loss Amounts allocated thereto. The Class N, Class X and Residual
Certificates do not have a Certificate Principal Balance. With respect to any
Certificate (other than a Class X, Class N or a Residual Certificate) of a
Class and any Distribution Date, the portion of the Certificate Principal
Balance of such Class represented by such Certificate equal to the product of
the Percentage Interest evidenced by such Certificate and the Certificate
Principal Balance of such Class. Notwithstanding the foregoing on any
Distribution Date relating to a Collection Period in which a Subsequent
Recovery has been received by the Servicer, the Certificate Principal Balance
of any Class of Certificates then outstanding for which any Applied Realized
Loss Amount has been allocated will be increased, in order of seniority, by an
amount equal to the lesser of (i) the Unpaid Realized Loss Amount for such
Class of Certificates and (ii) the amount of any Subsequent Recovery allocable
to principal distributed on such date to the Certificateholders (reduced by
the amount of the increase in the Certificate



                                      9
<PAGE>

Principal Balance of any more senior Class of Certificates pursuant to this
sentence on such Distribution Date).

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

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

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

      "Class AF-1 Pass-Through Rate": For each Distribution Date, the least of
(i) (a) on or prior to the Optional Termination Date, 5.208% per annum, and
(b) following the Optional Termination Date, 5.708% per annum, (ii) the Net
WAC Cap and (iii) the Maximum Rate Cap.

      "Class AF-2 Pass-Through Rate": For each Distribution Date the least of
(i) (a) on or prior to the Optional Termination Date, 5.147% per annum, and
(b) following the Optional Termination Date, 5.647% per annum, (ii) the Net
WAC Cap and (iii) the Maximum Rate Cap.

      "Class AF-3 Pass-Through Rate": For each Distribution Date the least of
(i) (a) on or prior to the Optional Termination Date, 5.545% per annum, and
(b) following the Optional Termination Date, 6.045% per annum, (ii) the Net
WAC Cap and (iii) the Maximum Rate Cap.

      "Class AF-4 Lockout Distribution Amount": For any Distribution Date, the
product of (x) the Class AF-4 Lockout Distribution Percentage and (y) the
Class AF-4 Pro Rata Distribution Amount. In no event shall the Class AF-4
Lockout Distribution Amount for a Distribution Date exceed the Class A
Principal Distribution Amount for such Distribution Date or the Certificate
Principal Balance of the Class AF-4 Certificates immediately prior to such
Distribution Date.

      "Class AF-4 Lockout Distribution Percentage" means, for a Distribution
Date in any period listed in the table below, the applicable percentage listed
opposite such period:

       Distribution Dates                Lockout Percentage
       -------------------------------   ------------------
       November 2005 through and                0%
       including October 2008

       November 2008 through and               45%
       including October 2010

       November 2010 through and               80%
       including October 2011

       November 2011 through and              100%
       including October 2012

       November 2012 and thereafter           300%



                                      10
<PAGE>

      "Class AF-4 Pass-Through Rate": For each Distribution Date, the least of
(i) (a) on or prior to the Optional Termination Date, 5.434% per annum, and
(b) following the Optional Termination Date, 5.934% per annum, (ii) the Net
WAC Cap and (iii) the Maximum Rate Cap.

      "Class AF-4 Pro Rata Distribution Amount" means, for any Distribution
Date, an amount equal to the product of (x) a fraction, the numerator of which
is the Certificate Principal Balance of the Class AF-4 Certificates
immediately prior to such Distribution Date and the denominator of which is
the aggregate Certificate Principal Balance of the Class A Certificates
immediately prior to that Distribution Date and (y) the Class A Principal
Distribution Amount for that Distribution Date.

      "Class A Certificate": Any one of the Certificates with an "A"
designated on the face thereof substantially in the form annexed hereto as
Exhibits A-1, A-2, A-3 and A-4, executed by the Trustee on behalf of the Trust
and authenticated and delivered by the Certificate Registrar, representing the
right to distributions as set forth herein and therein.

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

      "Class A Interest Carry Forward Amount": For any Distribution Date, the
sum of the Interest Carry Forward Amounts for the Class A Certificates for
such Distribution Date.

      "Class A Principal Distribution Amount": As of any Distribution Date (a)
prior to the Stepdown Date or with respect to which a Trigger Event is in
effect, the Principal Distribution Amount and (b) on or after the Stepdown
Date and as long as a Trigger Event is not in effect, the excess of (x) the
sum of the Certificate Principal Balances of the Class A Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 54.20% and (ii) the Pool Balance as of the last day of the
related Collection Period and (B) the Pool Balance as of the last day of the
related Collection Period minus the product of 0.50% and the Pool Balance on
the Cut-off Date.

      "Class B Certificate": Any one of the Certificates with a "B" designated
on the face thereof substantially in the form annexed hereto as Exhibits B-1,
B-2, B-3, B-4 and B-5, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar, representing the
right to distributions as set forth herein and therein.

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

      "Class B-1 Applied Realized Loss Amount": As to the Class B-1
Certificates and as of any Distribution Date, the lesser of (x) the
Certificate Principal Balance thereof (after taking into account the
distribution of the Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class B-1 Applied Realized Loss Amount, if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the Class B-2
Applied Realized Loss Amount, the Class B-3 Applied Realized Loss Amount, the
Class B-4 Applied Realized Loss Amount and the Class B-5 Applied Realized Loss
Amount in each case as of such Distribution Date.

      "Class B-1 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 1.150% per annum, and (ii) following
the Optional Termination Date, 1.725% per annum.

      "Class B-1 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class B-1
Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap.



                                      11
<PAGE>

      "Class B-1 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances
of the Class A Certificates (after taking into account the payment of the
Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the payment
of the Class M-3 Principal Distribution Amount on such Distribution Date), (v)
the Certificate Principal Balance of the Class M-4 Certificates (after taking
into account the payment of the Class M-4 Principal Distribution Amount on
such Distribution Date), (vi) the Certificate Principal Balance of the Class
M-5 Certificates (after taking into account the payment of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after taking into
account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date) and (viii) the Certificate Principal Balance of the Class
B-1 Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 84.70% and (ii) the Pool Balance as of the
last day of the related Collection Period and (B) the Pool Balance as of the
last day of the related Collection Period minus the product of 0.50% and the
Pool Balance on the Cut-off Date.

      "Class B-1 Realized Loss Amortization Amount": As to the Class B-1
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class B-1 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii)
the sum of the amounts described in Section 4.02(b)(i) through (xxiii) hereof,
in each case for such Distribution Date.

      "Class B-2 Applied Realized Loss Amount": As to the Class B-2
Certificates and as of any Distribution Date, the lesser of (x) the
Certificate Principal Balance thereof (after taking into account the
distribution of the Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class B-2 Applied Realized Loss Amount, if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the Class B-3
Applied Realized Loss Amount, the Class B-4 Applied Realized Loss Amount and
the Class B-5 Applied Realized Loss Amount in each case as of such
Distribution Date.

      "Class B-2 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 1.300% per annum, and (ii) following
the Optional Termination Date, 1.950% per annum.

      "Class B-2 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class B-2
Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap.

      "Class B-2 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances
of the Class A Certificates (after taking into account the payment of the
Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the payment
of the Class M-3 Principal Distribution Amount on such Distribution Date), (v)


                                      12
<PAGE>

the Certificate Principal Balance of the Class M-4 Certificates (after taking
into account the payment of the Class M-4 Principal Distribution Amount on
such Distribution Date), (vi) the Certificate Principal Balance of the Class
M-5 Certificates (after taking into account the payment of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after taking into
account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class B-1
Certificates (after taking into account the payment of the Class B-1 Principal
Distribution Amount on such Distribution Date) and (ix) the Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 87.20% and
(ii) the Pool Balance as of the last day of the related Collection Period and
(B) the Pool Balance as of the last day of the related Collection Period minus
the product of 0.50% and the Pool Balance on the Cut-off Date.

      "Class B-2 Realized Loss Amortization Amount": As to the Class B-2
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class B-2 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii)
the sum of the amounts described in Section 4.02(b)(i) through (xxvi) hereof,
in each case for such Distribution Date.

      "Class B-3 Applied Realized Loss Amount": As to the Class B-3
Certificates and as of any Distribution Date, the lesser of (x) the
Certificate Principal Balance thereof (after taking into account the
distribution of the Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class B-3 Applied Realized Loss Amount, if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the Class B-4
Applied Realized Loss Amount and the Class B-5 Applied Realized Loss Amount as
of such Distribution Date.

      "Class B-3 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 1.800% per annum, and (ii) following
the Optional Termination Date, 2.700% per annum.

      "Class B-3 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class B-3
Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap.

      "Class B-3 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances
of the Class A Certificates (after taking into account the payment of the
Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the payment
of the Class M-3 Principal Distribution Amount on such Distribution Date), (v)
the Certificate Principal Balance of the Class M-4 Certificates (after taking
into account the payment of the Class M-4 Principal Distribution Amount on
such Distribution Date), (vi) the Certificate Principal Balance of the Class
M-5 Certificates (after taking into account the payment of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after taking into
account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class B-1
Certificates (after taking into account the payment of the Class B-1 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class B-2 Certificates (after taking into account the payment
of



                                      13
<PAGE>

the Class B-2 Principal Distribution Amount on such Distribution Date) and
(x) the Certificate Principal Balance of the Class B-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 89.50% and (ii) the Pool Balance as of the last day of the
related Collection Period and (B) the Pool Balance as of the last day of the
related Collection Period minus the product of 0.50% and the Pool Balance on
the Cut-off Date.

      "Class B-3 Realized Loss Amortization Amount": As to the Class B-3
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class B-3 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii)
the sum of the amounts described in Section 4.02(b)(i) through (xxix) hereof,
in each case for such Distribution Date.

      "Class B-4 Applied Realized Loss Amount": As to the Class B-4
Certificates and as of any Distribution Date, the lesser of (x) the
Certificate Principal Balance thereof (after taking into account the
distribution of the Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class B-4 Applied Realized Loss Amount, if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the Class B-5 Applied
Realized Loss Amount as of such Distribution Date.

      "Class B-4 Pass-Through Rate": For each Distribution Date, the least of
(i) (a) on or prior to the Optional Termination Date, 6.000% per annum, and
(b) following the Optional Termination Date, 6.500% per annum, (ii) the Net
WAC Cap and (iii) the Maximum Rate Cap.

      "Class B-4 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances
of the Class A Certificates (after taking into account the payment of the
Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the payment
of the Class M-3 Principal Distribution Amount on such Distribution Date), (v)
the Certificate Principal Balance of the Class M-4 Certificates (after taking
into account the payment of the Class M-4 Principal Distribution Amount on
such Distribution Date), (vi) the Certificate Principal Balance of the Class
M-5 Certificates (after taking into account the payment of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after taking into
account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class B-1
Certificates (after taking into account the payment of the Class B-1 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class B-2 Certificates (after taking into account the payment
of the Class B-2 Principal Distribution Amount on such Distribution Date), (x)
the Certificate Principal Balance of the Class B-3 Certificates (after taking
into account the payment of the Class B-3 Principal Distribution Amount on
such Distribution Date) and (xi) the Certificate Principal Balance of the
Class B-4 Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 92.40% and (ii) the Pool Balance as of
the last day of the related Collection Period and (B) the Pool Balance as of
the last day of the related Collection Period minus the product of 0.50% and
the Pool Balance on the Cut-off Date.

      "Class B-4 Realized Loss Amortization Amount": As to the Class B-4
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class B-4 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii)
the sum



                                      14
<PAGE>

of the amounts described in Section 4.02(b)(i) through (xxxii) hereof,
in each case for such Distribution Date.

      "Class B-5 Applied Realized Loss Amount": As to the Class B-5
Certificates and as of any Distribution Date, the lesser of (x) the
Certificate Principal Balance thereof (after taking into account the
distribution of the Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class B-5 Applied Realized Loss Amount, if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the Applied Realized Loss
Amount as of such Distribution Date.

      "Class B-5 Pass-Through Rate": For each Distribution Date, the least of
(i) (a) on or prior to the Optional Termination Date, 6.000% per annum, and
(b) following the Optional Termination Date, 6.500% per annum, (ii) the Net
WAC Cap for such Distribution Date and (iii) the Maximum Rate Cap.

      "Class B-5 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances
of the Class A Certificates (after taking into account the payment of the
Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the payment
of the Class M-3 Principal Distribution Amount on such Distribution Date), (v)
the Certificate Principal Balance of the Class M-4 Certificates (after taking
into account the payment of the Class M-4 Principal Distribution Amount on
such Distribution Date), (vi) the Certificate Principal Balance of the Class
M-5 Certificates (after taking into account the payment of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after taking into
account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class B-1
Certificates (after taking into account the payment of the Class B-1 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class B-2 Certificates (after taking into account the payment
of the Class B-2 Principal Distribution Amount on such Distribution Date), (x)
the Certificate Principal Balance of the Class B-3 Certificates (after taking
into account the payment of the Class B-3 Principal Distribution Amount on
such Distribution Date), (xi) the Certificate Principal Balance of the Class
B-4 Certificate (after taking into account the payment of the Class B-4
Principal Distribution Amount for such Distribution Date) and (xii) the
Certificate Principal Balance of the Class B-5 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i) 94.70%
and (ii) the Pool Balance as of the last day of the related Collection Period
and (B) the Pool Balance as of the last day of the related Collection Period
minus the product of 0.50% and the Pool Balance on the Cut-off Date.

      "Class B-5 Realized Loss Amortization Amount": As to the Class B-5
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class B-5 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii)
the sum of the amounts described in Section 4.02(b)(i) through (xxxv) hereof,
in each case for such Distribution Date.

      "Class M Certificate": Any one of the Certificates with an "M"
designated on the face thereof substantially in the form annexed hereto as
Exhibits C-2, C-3, C-4, C-5, C-6 and C-7 executed by the Trustee on behalf of
the Trust and authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and therein.



                                      15
<PAGE>

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

      "Class M-1 Applied Realized Loss Amount": As to the Class M-1
Certificates and as of any Distribution Date, the lesser of (x) the
Certificate Principal Balance thereof (after taking into account the
distribution of the Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class M-1 Applied Realized Loss Amount, if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the Class M-2
Applied Realized Loss Amount, the Class M-3 Applied Realized Loss Amount, the
Class M-4 Applied Realized Loss Amount, the Class M-5 Applied Realized Loss
Amount, the Class M-6 Applied Realized Loss Amount, the Class B-1 Applied
Realized Loss Amount, the Class B-2 Applied Realized Loss Amount, the Class
B-3 Applied Realized Loss Amount, the Class B-4 Applied Realized Loss Amount
and the Class B-5 Applied Realized Loss Amount, in each case as of such
Distribution Date.

      "Class M-1 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.410% per annum, and (ii) following
the Optional Termination Date, 0.615% per annum.

      "Class M-1 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class M-1
Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap.

      "Class M-1 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the Certificate Principal Balances of the
Class A Certificates (after taking into account the payment of the Class A
Principal Distribution Amount on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i) 60.70%
and (ii) the Pool Balance as of the last day of the related Collection Period
and (B) the Pool Balance as of the last day of the related Collection Period
minus the product of 0.50% and the Pool Balance on the Cut-off Date.

      "Class M-1 Realized Loss Amortization Amount": As to the Class M-1
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-1 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii)
the sum of the amounts described in Section 4.02(b)(i) through (v) hereof, in
each case for such Distribution Date.

      "Class M-2 Applied Realized Loss Amount": As to the Class M-2
Certificates and as of any Distribution Date, the lesser of (x) the
Certificate Principal Balance thereof (after taking into account the
distribution of the Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class M-2 Applied Realized Loss Amount, if
any, on such Distribution Date) and (y) the excess of (i) the related Applied
Realized Loss Amount as of such Distribution Date over (ii) the sum of the
Class M-3 Applied Realized Loss Amount, the Class M-4 Applied Realized Loss
Amount, the Class M-5 Applied Realized Loss Amount, the Class M-6 Applied
Realized Loss Amount, the Class B-1 Applied Realized Loss Amount, the Class
B-2 Applied Realized Loss Amount, the Class B-3 Applied Realized Loss Amount,
the Class B-4 Applied Realized Loss Amount and the Class B-5 Applied Realized
Loss Amount, in each case as of such Distribution Date.

      "Class M-2 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.430% per annum, and (ii) following
the Optional Termination Date, 0.645% per annum.



                                      16
<PAGE>

      "Class M-2 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class M-2
Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap.

      "Class M-2 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances
of the Class A Certificates (after taking into account the payment of the
Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date) and (iii) the Certificate Principal Balance of the Class
M-2 Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 67.20% and (ii) the Pool Balance as of the
last day of the related Collection Period and (B) the Pool Balance as of the
last day of the related Collection Period minus the product of 0.50% and the
Pool Balance on the Cut-off Date.

      "Class M-2 Realized Loss Amortization Amount": As to the Class M-2
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-2 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii)
the sum of the amounts described in Section 4.02(b)(i) through (viii) hereof,
in each case for such Distribution Date.

      "Class M-3 Applied Realized Loss Amount": As to the Class M-3
Certificates and as of any Distribution Date, the lesser of (x) the
Certificate Principal Balance thereof (after taking into account the
distribution of the Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class M-3 Applied Realized Loss Amount, if
any, on such Distribution Date) and (y) the excess of (i) the related Applied
Realized Loss Amount as of such Distribution Date over (ii) the sum of the
Class M-4 Applied Realized Loss Amount, the Class M-5 Applied Realized Loss
Amount, the Class M-6 Applied Realized Loss Amount, the Class B-1 Applied
Realized Loss Amount, the Class B-2 Applied Realized Loss Amount, the Class
B-3 Applied Realized Loss Amount, the Class B-4 Applied Realized Loss Amount
and the Class B-5 Applied Realized Loss Amount, in each case as of such
Distribution Date.

      "Class M-3 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.470% per annum, and (ii) following
the Optional Termination Date, 0.705% per annum.

      "Class M-3 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class M-3
Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap.

      "Class M-3 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances
of the Class A Certificates (after taking into account the payment of the
Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), and (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 71.70% and
(ii) the Pool Balance as of the last day of the related Collection Period and
(B) the Pool Balance as of the last day of the related Collection Period minus
the product of 0.50% and the Pool Balance on the Cut-off Date.



                                      17
<PAGE>

      "Class M-3 Realized Loss Amortization Amount": As to the Class M-3
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-3 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii)
the sum of the amounts described in Section 4.02(b)(i) through (xi) hereof, in
each case for such Distribution Date.

      "Class M-4 Applied Realized Loss Amount": As to the Class M-4
Certificates and as of any Distribution Date, the lesser of (x) the
Certificate Principal Balance thereof (after taking into account the
distribution of the Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class M-4 Applied Realized Loss Amount, if
any, on such Distribution Date) and (y) the excess of (i) the related Applied
Realized Loss Amount as of such Distribution Date over (ii) the sum of the
Class M-5 Applied Realized Loss Amount, the Class M-6 Applied Realized Loss
Amount, the Class B-1 Applied Realized Loss Amount, the Class B-2 Applied
Realized Loss Amount, the Class B-3 Applied Realized Loss Amount, the Class
B-4 Applied Realized Loss Amount and the Class B-5 Applied Realized Loss
Amount, in each case as of such Distribution Date.

      "Class M-4 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.590% per annum, and (ii) following
the Optional Termination Date, 0.885% per annum.

      "Class M-4 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class M-4
Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap.

      "Class M-4 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances
of the Class A Certificates (after taking into account the payment of the
Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the payment
of the Class M-3 Principal Distribution Amount on such Distribution Date), and
(v) the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 75.20% and (ii) the Pool Balance as of the last day of the
related Collection Period and (B) the Pool Balance as of the last day of the
related Collection Period minus the product of 0.50% and the Pool Balance on
the Cut-off Date.

      "Class M-4 Realized Loss Amortization Amount": As to the Class M-4
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-4 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii)
the sum of the amounts described in Section 4.02(b)(i) through (xiv) hereof,
in each case for such Distribution Date.

      "Class M-5 Applied Realized Loss Amount": As to the Class M-5
Certificates and as of any Distribution Date, the lesser of (x) the
Certificate Principal Balance thereof (after taking into account the
distribution of the Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class M-5 Applied Realized Loss Amount, if
any, on such Distribution Date) and (y) the excess of (i) the related Applied
Realized Loss Amount as of such Distribution Date over (ii) the sum of the
Class M-6 Applied Realized Loss Amount, the Class B-1 Applied Realized Loss
Amount, the Class B-2 Applied Realized Loss Amount, the Class B-3 Applied
Realized Loss Amount, the Class B-4 Applied Realized


                                      18
<PAGE>

Loss Amount and the Class B-5 Applied Realized Loss Amount, in each case as of
such Distribution Date.

      "Class M-5 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.620% per annum, and (ii) following
the Optional Termination Date, 0.930% per annum.

      "Class M-5 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class M-5
Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap.

      "Class M-5 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances
of the Class A Certificates (after taking into account the payment of the
Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the payment
of the Class M-3 Principal Distribution Amount on such Distribution Date), (v)
the Certificate Principal Balance of the Class M-4 Certificates (after taking
into account the payment of the Class M-4 Principal Distribution Amount on
such Distribution Date) and (vi) the Certificate Principal Balance of the
Class M-5 Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 78.70% and (ii) the Pool Balance as of
the last day of the related Collection Period and (B) the Pool Balance as of
the last day of the related Collection Period minus the product of 0.50% and
the Pool Balance on the Cut-off Date.

      "Class M-5 Realized Loss Amortization Amount": As to the Class M-5
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-5 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii)
the sum of the amounts described in Section 4.02(b)(i) through (xvii) hereof,
in each case for such Distribution Date.

      "Class M-6 Applied Realized Loss Amount": As to the Class M-6
Certificates and as of any Distribution Date, the lesser of (x) the
Certificate Principal Balance thereof (after taking into account the
distribution of the Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class M-6 Applied Realized Loss Amount, if
any, on such Distribution Date) and (y) the excess of (i) the related Applied
Realized Loss Amount as of such Distribution Date over (ii) the sum of the
Class B-1 Applied Realized Loss Amount, the Class B-2 Applied Realized Loss
Amount, the Class B-3 Applied Realized Loss Amount, the Class B-4 Applied
Realized Loss Amount, the Class B-5 Applied Realized Loss Amount, in each case
as of such Distribution Date.

      "Class M-6 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.660% per annum, and (ii) following
the Optional Termination Date, 0.990% per annum.

      "Class M-6 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class M-6
Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap.



                                      19
<PAGE>

      "Class M-6 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances
of the Class A Certificates (after taking into account the payment of the
Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the payment
of the Class M-3 Principal Distribution Amount on such Distribution Date), (v)
the Certificate Principal Balance of the Class M-4 Certificates (after taking
into account the payment of the Class M-4 Principal Distribution Amount on
such Distribution Date), (vi) the Certificate Principal Balance of the Class
M-5 Certificates (after taking into account the payment of the Class M-5
Principal Distribution Amount on such Distribution Date),and (vii) the
Certificate Principal Balance of the Class M-6 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i) 81.60%
and (ii) the Pool Balance as of the last day of the related Collection Period
and (B) the Pool Balance as of the last day of the related Collection Period
minus the product of 0.50% and the Pool Balance on the Cut-off Date.

      "Class M-6 Realized Loss Amortization Amount": As to the Class M-6
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-6 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii)
the sum of the amounts described in Section 4.02(b)(i) through (xx) hereof, in
each case for such Distribution Date.

      "Class N Certificate": Any one of the Certificates with an "N"
designated on the face thereof substantially in the form annexed hereto as
Exhibit C-9, executed by the Trustee on behalf of the Trust and authenticated
and delivered by the Certificate Registrar, representing the right to
distributions as set forth herein and therein.

      "Class N Notional Amount": As of any date, the Notional Amount of the
Class N Certificates.

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

      "Class R Excess Interest Amount": [Reserved.]

      "Class R Excess Interest Carryforward Amount": [Reserved.]

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

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

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

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

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

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



                                      20
<PAGE>

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

      "Class R-X/N Interest":  The  uncertificated  residual interest in REMIC
X/N.

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

      "Class X": Any one of the Class X Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit C-8, executed by
the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing the right to distributions as set forth
herein and therein.

      "Class X/N Interest": An uncertificated interest in the Trust held by
the Trustee on behalf of the holders of the Class X and Class N Certificates,
representing, for federal income tax purposes, ownership of the REMIC X/N X/N
Interest, and which is entitled to all distributions in respect of the REMIC
X/N X/N Interest less the amount of any Adjusted Net WAC Carryover Amounts
(other than Adjusted Net WAC Carryover Amounts funded from the Cap Contract or
the Cap Contract Reserve Fund).

      "Class X Distributable Amount": With respect to any Distribution Date,
the excess of (i) the aggregate of amounts distributable on the Class X/N
Interest for such Distribution Date, over (ii) the aggregate of amounts
distributable to the Class N Certificates pursuant to Section 4.02(b).

      "Closing Date":  November 9, 2005.

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

      "Collection Account": The account or accounts created and maintained by
the Servicer pursuant to Section 3.04, which shall be entitled "Collection
Account, Litton Loan Servicing LP, as Servicer for the registered Holders of
the 2005-CB7 Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series
2005-CB7," and which must be an Eligible Account.

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

      "Combined Loan-to-Value Ratio": As of any date and Mortgage Loan, the
fraction, expressed as a percentage, the numerator of which is the Principal
Balance of the Mortgage Loan as of the Cut-off Date plus the principal balance
of any related senior mortgage loan, if any, at origination of the Mortgage
Loan and the denominator of which is the Value of the related Mortgaged
Property.

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

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

      "Conventional  Mortgage  Loan":  Any  Mortgage  Loan  that is not an FHA
Loan or VA Loan.



                                      21
<PAGE>

      "Corporate Trust Office": With respect to the Trustee, the principal
corporate trust office of the Trustee at which at any particular time its
corporate trust business in connection with this Agreement shall be
administered, which office at the date of the execution of this instrument is
located at 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention:
Structured Finance, C-BASS 2005-CB7, or at such other addresses as the Trustee
may designate from time to time by notice to the Certificateholders, the
Depositor, the Servicer and the Seller.

      "Corresponding Cap Carryover Certificate" and "Corresponding REMIC 2
Regular Interest": For any REMIC 2 Regular Interest set forth below, the
corresponding Cap Carryover Certificate set forth below, and for any Cap
Carryover Certificate set forth below, the corresponding REMIC 2 Regular
Interest set forth below:

Corresponding Cap Carryover Certificate   Corresponding REMIC 2 Regular Interest
---------------------------------------   --------------------------------------

Class AF-1 Certificate                         REMIC 2-A1 Interest

Class AF-2 Certificate                         REMIC 2-A2 Interest

Class AF-3 Certificate                         REMIC 2-A3 Interest

Class AF-4 Certificate                         REMIC 2-A4 Interest

Class M-1 Certificate                          REMIC 2-M1 Interest

Class M-2 Certificate                          REMIC 2-M2 Interest

Class M-3 Certificate                          REMIC 2-M3 Interest

Class M-4 Certificate                          REMIC 2-M4 Interest

Class M-5 Certificate                          REMIC 2-M5 Interest

Class M-6 Certificate                          REMIC 2-M6 Interest

Class B-1 Certificate                          REMIC 2-B1 Interest

Class B-2 Certificate                          REMIC 2-B2 Interest

Class B-3 Certificate                          REMIC 2-B3 Interest

Class B-4 Certificate                          REMIC 2-B4 Interest

Class B-5 Certificate                          REMIC 2-B5 Interest

      "Custodial Agreement": The Custodial Agreement, dated as of October 1,
2005, among the Trustee, the Servicer and the Custodian, as the same may be
amended or supplemented pursuant to the terms thereof.

      "Custodian":  The Bank of New York, a New York banking  corporation,  or
any  successor  custodian  appointed  pursuant  to the terms of the  Custodial
Agreement.

      "Cut-off Date":  October 1, 2005.



                                      22
<PAGE>

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

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

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

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

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

      "Delinquent": Any Mortgage Loan with respect to which the Monthly
Payment and/or any Escrow Payment due on a Due Date is not made by the close
of business on the next scheduled Due Date for such Mortgage Loan or any
Mortgage Loan with respect to which any Servicing Advances made on or before
the Cut-off Date has not been reimbursed by the related Mortgagor.

      "Depositor":  Bond Securitization,  L.L.C., a Delaware limited liability
company, or any successor in interest.

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

      "Depository 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 10th
day of the calendar month in which such Distribution Date occurs or, if such
10th day is not a Business Day, the Business Day immediately preceding such
10th day.

      "Disqualified Non-U.S. Person": With respect to a Residual Certificate,
any (A) non-U.S. Person or agent thereof or (B) U.S. Person with respect to
whom income from a Residual Certificate is attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax
treaty, of such Person or any other U.S. Person.

      "Disqualified Organization": A "disqualified organization" under Section
860E of the Code, which as of the Closing Date is any of: (i) the United
States, any state or political subdivision thereof, any possession of the
United States, any foreign government, any international organization, or any
agency or instrumentality of any of the foregoing, (ii) any organization
(other than a cooperative described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code unless such organization
is subject to the tax imposed by Section 511 of the Code, (iii) any
organization


                                      23
<PAGE>

described in Section 1381(a)(2)(C) of the Code, or (iv) any other Person so
designated by the Trustee based upon an Opinion of Counsel provided by
nationally recognized counsel to the Trustee that the holding of an ownership
interest in a Residual Certificate by such Person may cause the Trust Fund or
any Person having an ownership interest in any Class of Certificates (other
than such Person) to incur liability for any federal tax imposed under the
Code that would not otherwise be imposed but for the transfer of an ownership
interest in a Residual Certificate to such Person. A corporation will not be
treated as an instrumentality of the United States or of any state or
political subdivision thereof if all of its activities are subject to tax and
a majority of its board of directors is not selected by a governmental unit.
The term "United States," "state" and "international organization" shall have
the meanings set forth in Section 7701 of the Code.

      "Distribution Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.04(b) which shall be entitled
"Distribution Account, U.S. Bank National Association, as Trustee, in trust
for the registered Holders of 2005-CB7 Trust, C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2005-CB7" and which must be an Eligible
Account.

      "Distribution Date": The 25th day of any calendar month, or if such 25th
day is not a Business Day, the Business Day immediately following such 25th
day, commencing in November 2005.

      "Distribution Information": The items calculated and reported by the
Trustee pursuant to Section 4.06(a)(i), (ii), (iii) and (xiv) through (xxiii)
and any other information included in the Monthly Statement aggregated or
calculated by the Trustee from (a) information contained in the Remittance
Report or (b) other information furnished to the Trustee by the Servicer
pursuant to Section 4.07.

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

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

      "Eligible Account": Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a
depository institution or trust company that is the principal subsidiary of a
holding company, the short-term unsecured debt obligations of such holding
company) are rated "A-2" (or the equivalent) by each of the Rating Agencies at
the time any amounts are held on deposit therein, (ii) an account or accounts
the deposits in which are fully insured by the FDIC (to the limits established
by such corporation), the uninsured deposits in which account are otherwise
secured such that, as evidenced by an Opinion of Counsel delivered to the
Trustee and to each Rating Agency, the Certificateholders will have a claim
with respect to the funds in such account or a perfected first priority
security interest against such collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account
is maintained, (iii) a trust account or accounts maintained with the trust
department of a federal or state chartered depository institution, national
banking association or trust company acting in its fiduciary capacity or (iv)
an account otherwise acceptable to each Rating Agency without reduction or
withdrawal of their then current ratings of the Certificates as evidenced by a
letter from each Rating Agency to the Trustee.

      "Eligible Substitute Mortgage Loan": A mortgage loan substituted for a
Defective Mortgage Loan pursuant to the terms of this Agreement which must, on
the date of such substitution, (i) have an


                                      24
<PAGE>

outstanding principal balance, after application of all scheduled payments of
principal and interest due during or prior to the month of substitution, not
in excess of, and not more than 5% less than, the outstanding principal
balance of the Defective Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs, (ii) have a Mortgage Interest
Rate, with respect to an adjustable rate Mortgage Loan, not less than the
Mortgage Interest Rate of the Defective Mortgage Loan and not more than 1% in
excess of the Mortgage Interest Rate of such Defective Mortgage Loan, (iii) if
an adjustable rate Mortgage Loan, have a Maximum Loan Rate not less than the
Maximum Loan Rate for the Defective Mortgage Loan, (iv) if an adjustable rate
Mortgage Loan, have a Minimum Loan Rate not less than the Minimum Loan Rate of
the Defective Mortgage Loan, (v) if an adjustable rate Mortgage Loan, have a
Gross Margin equal to or greater than the Gross Margin of the Defective
Mortgage Loan, (vi) if an adjustable rate Mortgage Loan, have the same Index
as the Defective Mortgage Loan, (vii) if an adjustable rate Mortgage Loan,
have a next Adjustment Date not more than two months later than the next
Adjustment Date on the Defective Mortgage Loan, (viii) have a remaining term
to maturity not greater than (and not more than one year less than) that of
the Defective Mortgage Loan, (ix) be current as of the date of substitution,
(x) have a Combined Loan-to-Value Ratio as of the date of substitution equal
to or lower than the Combined Loan-to-Value Ratio of the Defective Mortgage
Loan as of such date, (xi) have a risk grading determined by the Seller at
least equal to the risk grading assigned on the Defective Mortgage Loan, (xii)
have been reunderwritten by the Seller in accordance with the same
underwriting criteria and guidelines as the Defective Mortgage Loan, (xiii)
have the same Due Date as the Defective Mortgage Loan and (xiv) conform to
each representation and warranty set forth in Section 2.04 hereof applicable
to the Defective Mortgage Loan. In the event that one or more mortgage loans
are substituted for one or more Defective Mortgage Loans, the amounts
described in clause (i) hereof shall be determined on the basis of aggregate
principal balances, the Mortgage Interest Rates described in clause (ii)
hereof shall be determined on the basis of weighted average Mortgage Interest
Rates, the risk gradings described in clause (xi) hereof shall be satisfied as
to each such mortgage loan, the terms described in clause (viii) hereof shall
be determined on the basis of weighted average remaining term to maturity, the
Combined Loan-to-Value Ratios described in clause (x) hereof shall be
satisfied as to each such mortgage loan and, except to the extent otherwise
provided in this sentence, the representations and warranties described in
clause (xiv) hereof must be satisfied as to each Eligible Substitute Mortgage
Loan or in the aggregate, as the case may be.

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

      "ERISA-Qualifying Underwriting": A best efforts or firm commitment
underwriting or private placement that would satisfy the requirements of
Prohibited Transaction Exemption 90-33, 55 Fed. Reg. 23151 (1990), as amended,
granted to a predecessor of the Underwriter by the United States Department of
Labor (or any other applicable underwriter's exemption granted by the United
States Department of Labor), except, in relevant part, for the requirement
that the certificates have received a rating at the time of acquisition that
is in one of the three (or four, in the case of a "designated transaction")
highest generic rating categories by at least one of the Rating Agencies.

      "ERISA-Restricted Certificate": The Class M, Class B, Class N, Class X,
Class R-X and Class R Certificates and any other Certificate of a class that
ceases to satisfy the applicable rating requirement of Prohibited Transaction
Exemption 90-33, 55 Fed. Reg. 23151 (1990), as amended (or any other
applicable underwriter's exemption granted by the United States Department of
Labor).

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

      "Escrow Payments": The amounts constituting ground rents, taxes,
assessments, water rates, mortgage insurance premiums, fire and hazard
insurance premiums and other payments required to be escrowed by the Mortgagor
with the mortgagee pursuant to any Mortgage Loan.


                                      25
<PAGE>


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

      "Expense Fee Rate": The sum of (i) the Trustee Fee Rate and (ii) the
Servicing Fee Rate.

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

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

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

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

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

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

      "First Lien Mortgage Loan": Any of the Mortgage Loans which are secured
by a first mortgage lien that is senior to a Second Lien Mortgage Loan on the
related Mortgaged Property.

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

      "Foreclosure Price": The amount reasonably expected to be received from
the sale of the related Mortgaged Property net of any expenses associated with
foreclosure proceedings.

      "Grantor Trust": That portion of the Trust Fund exclusive of REMIC 1,
REMIC 2, REMIC B-1, REMIC B-2, REMIC B-3, REMIC B-4, REMIC B-5 and REMIC X/N
which holds (a) the REMIC X/N X/N Interest and (b) the obligation to pay
Adjusted Net WAC Carryover Amounts (other than Adjusted Net WAC Carryover
Amounts funded from the Cap Contract or the Cap Contract Reserve Fund).

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

      "HUD": The United States Department of Housing and Urban Development, or
any successor thereto, including the Federal Housing Commissioner and the
Secretary of Housing and Urban Development where appropriate under the FHA
Regulations.


                                      26
<PAGE>


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

      "Independent Contractor": Either (i) any Person (other than the
Servicer) that would be an "independent contractor" with respect to the Trust
Fund within the meaning of Section 856(d)(3) of the Code if the Trust Fund
were a real estate investment trust (except that the ownership tests set forth
in that section shall be considered to be met by any Person that owns,
directly or indirectly, 35 percent or more of any Class of Certificates), so
long as the Trust Fund does not receive or derive any income from such Person
and provided that the relationship between such Person and the Trust Fund is
at arm's length, all within the meaning of Treasury Regulation Section
1.856-4(b)(5), or (ii) any other Person (including the Servicer) if the
Trustee has received an Opinion of Counsel, which Opinion of Counsel shall be
an expense of the Trust Fund, to the effect that the taking of any action in
respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code
(determined without regard to the exception applicable for purposes of Section
860D(a) of the Code), or cause any income realized in respect of such REO
Property to fail to qualify as Rents from Real Property.

      "Index": With respect to each adjustable rate Mortgage Loan and with
respect to each related Adjustment Date, the index as specified in the related
Mortgage Note.

      "Initial Certificate Principal Balance": With respect to any Certificate
of a Class other than a Class N, Class X or Residual Certificate, the amount
designated "Initial Certificate Principal Balance" on the face thereof.

      "Initial Notional Amount": With respect to any Class N Certificate, the
amount designated "Initial Notional Amount" on the face thereof.

      "Initial Overcollateralization Amount":  $11,516,748.

      "Insurance Proceeds": Proceeds of any title policy, hazard policy or
other insurance policy covering a Mortgage Loan, to the extent such proceeds
are not to be applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the procedures that the Servicer
would follow in servicing mortgage loans held for its own account, subject to
the terms and conditions of the related Mortgage Note and Mortgage.

      "Interest Accrual Period": With respect to any Distribution Date and (i)
with respect to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, the period from
and including the preceding Distribution Date through and including the day
prior to the current Distribution Date (or, in the case of the first
Distribution Date, the period from the Closing Date through and including
November 24, 2005), and (ii) with respect to the Class AF-1, Class AF-
2, Class AF-3, Class AF-4, Class B-4, Class B-5, Class N and Class X
Certificates, the REMIC 1 Regular Interests and the REMIC 2-X/N Interest, the
calendar month immediately preceding the month in which such Distribution Date
occurs.


                                      27
<PAGE>


      "Interest Carry Forward Amount": For any Class of Certificates (other
than the Residual Certificates) and any Distribution Date, the sum of (a) the
excess, if any, of the Accrued Certificate Interest and any Interest Carry
Forward Amount for each Class for the prior Distribution Date, over the amount
in respect of interest actually distributed on such Class on such prior
Distribution Date and (b) interest on such excess at the applicable
Pass-Through Rate (x) with respect to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3
Certificates, on the basis of the actual number of days elapsed on the basis
of a 360-day year since the prior Distribution Date, and (y) with respect to
the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class B-4, Class B-5,
Class N and Class X Certificates, on the basis of a 360-day year consisting of
twelve 30 day months.

      "Interest Percentage": With respect to any Class of Certificates and any
Distribution Date, the ratio (expressed as a decimal carried to ten places) of
the Accrued Certificate Interest for such Class to the sum of the Accrued
Certificate Interest for all Classes of Certificates, in each case with
respect to such Distribution Date and without regard to shortfalls caused by
the Relief Act or similar state law.

      "Interest Remittance Amount": As of any Distribution Date, the sum,
without duplication, of (i) all interest received by the Servicer on or prior
to the related Determination Date for such Distribution Date or advanced with
respect to Monthly Payments due during the related Collection Period on the
Mortgage Loans (less the Servicing Fee, amounts available for reimbursement of
Advances and Servicing Advances pursuant to Section 3.05 and expenses
reimbursable pursuant to Section 6.03), (ii) the portion of any full or
partial Principal Prepayment related to interest with respect to an adjustable
rate Mortgage Loan received during the related Prepayment Period, (iii) all
Compensating Interest paid by the Servicer on the related Determination Date
with respect to the Mortgage Loans, (iv) the portion of any payment in
connection with any Purchase Price, Net Liquidation Proceeds, Insurance
Proceeds or Condemnation Proceeds relating to interest with respect to the
Mortgage Loans received during the related Prepayment Period, (v) the portion
of any Substitution Adjustment Amount relating to interest with respect to the
Mortgage Loans received during the related Prepayment Period, (vi) with
respect to the related Distribution Date on which the Trust is to be
terminated in accordance with the Section 10.01 hereof, that portion of the
Termination Price with respect to the Mortgage Loans in respect of interest
and (vii) the portion of any Reimbursement Amount or Subsequent Recovery
allocable to interest related to the Mortgage Loans received during the
related Prepayment Period.

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

      "Lender":  As defined in Section 3.30(a) hereof.

      "LIBOR": With respect to each Interest Accrual Period, the rate
determined by the Trustee on the related LIBOR Determination Date on the basis
of the offered rate for one-month United States dollar deposits, as such rate
appears on the Telerate Page 3750, as of 11:00 a.m. (London time) on such
LIBOR Determination Date. If no such quotations are available on an LIBOR
Determination Date, LIBOR for the related Interest Accrual Period will be
established by the Trustee as follows:

            (i) If on such LIBOR Determination Date two or more Reference
Banks provide quotations as to the rate at which deposits in U.S. Dollars are
offered as of 11:00 a.m. (London time) to prime banks in the London interbank
market for a period of one month in amounts approximately equal to the
aggregate Certificate Principal Balance of the Class M-1, Class M-2, Class
M-3, Class M-4,


                                      28
<PAGE>


Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, LIBOR
for the related Interest Accrual Period shall be the arithmetic mean of such
offered quotations (rounded upwards if necessary to the nearest whole multiple
of 0.001%);

            (ii) If on such LIBOR Determination Date fewer than two Reference
Banks provide such offered quotations, LIBOR for the related Interest Accrual
Period shall be the arithmetic mean of the rates quoted by one or more major
banks in New York City, selected by the Trustee after consultation with the
Servicer, 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
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1,
Class B-2 and Class B-3 Certificates; and

            (iii) If no such quotations can be obtained, LIBOR for the related
Interest Accrual Period shall be LIBOR for the prior Distribution Date.

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

      "LIBOR Determination Date": With respect to the Class M, Class B-1,
Class B-2 and Class B-3 Certificates, (i) for the first Distribution Date, the
second LIBOR Business Day preceding the Closing Date and (ii) for each
subsequent Distribution Date, the second LIBOR Business Day prior to the
immediately preceding Distribution Date.

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

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

      "Liquidation Proceeds": The amount (other than amounts received in
respect of the rental of any REO Property prior to REO Disposition) received
by the Servicer in connection with (i) the taking of all or a part of a
Mortgaged Property by exercise of the power of eminent domain or condemnation
or (ii) the liquidation of a defaulted Mortgage Loan by means of a trustee's
sale, foreclosure sale or otherwise.

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

      "Losses":  As defined in Section 9.03.

      "Lost Note Affidavit": With respect to any Mortgage Loan as to which the
original Mortgage Note has been permanently lost or destroyed and has not been
replaced, an affidavit from the Seller certifying that the original Mortgage
Note has been lost, misplaced or destroyed (together with a copy of


                                      29
<PAGE>


the related Mortgage Note and indemnifying the Trust against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note) in
the form of Exhibit H hereto.

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

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

      "Marker Interest": Each of the REMIC 1-A1 Interest, the REMIC 1-A2
Interest, the REMIC 1-A3 Interest, the REMIC 1-A4 Interest, the REMIC 1-M1
Interest, the REMIC 1-M2 Interest, the REMIC 1-M3 Interest, the REMIC 1-M4
Interest, the REMIC 1-M5 Interest, the REMIC 1-M6 Interest, the REMIC 1-B1
Interest, the REMIC 1-B2 Interest, the REMIC 1-B3 Interest, the REMIC 1-B4
Interest and the REMIC 1-B5 Interest.

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

      "Maximum Rate Cap": With respect to any Distribution Date, a per annum
rate equal to 12 times the quotient of (x) the total scheduled interest that
would have accrued on the Mortgage Loans at their maximum lifetime Net
Mortgage Interest Rates and (y) the aggregate Principal Balance of the
Mortgage Loans (as of the first day of the related Collection Period)
expressed in the case of the Class M, Class B-1, Class B-2 and Class B-3
Certificates on the basis of a 360 day year and the actual number of days
elapsed in the related Interest Accrual Period.

      "Minimum Loan Rate": With respect to each adjustable rate Mortgage Loan,
the percentage set forth in the related Mortgage Note as the minimum Mortgage
Interest Rate thereunder or if no such percentage is set forth in the related
Mortgage Note, the Gross Margin set forth in the related Mortgage Note.

      "Monthly Excess Cashflow Allocation": Shall have the meaning assigned
thereto in Section 4.02.

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

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

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

      "Moody's": Moody's Investors Service, Inc. and its successors, and if
such company shall for any reason no longer perform the functions of a
securities rating agency, "Moody's" shall be deemed to


                                      30
<PAGE>


refer to any other "nationally recognized statistical rating organization" as
set forth on the most current list of such organizations released by the
Securities and Exchange Commission.

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

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

      "Mortgage Interest Rate": With respect to each Mortgage Loan, the annual
rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (i) in
the case of each adjustable rate Mortgage Loan (A) as of any date of
determination until the first Adjustment Date following the Cut-off Date shall
be the rate set forth in the Mortgage Loan Schedule as the Mortgage Interest
Rate in effect immediately following the Cut-off Date and (B) as of any date
of determination thereafter shall be the rate as adjusted on the most recent
Adjustment Date, to equal the sum, rounded to the nearest 0.125% as provided
in the Mortgage Note, of the Index, determined as set forth in the related
Mortgage Note, plus the related Gross Margin subject to the limitations set
forth in the related Mortgage Note and (ii) in the case of each fixed rate
Mortgage Loan shall remain constant at the rate set forth in the Mortgage Loan
Schedule as the Mortgage Interest Rate in effect immediately following the
Cut-off Date. With respect to each Mortgage Loan that becomes an REO Property,
as of any date of determination, the annual rate determined in accordance with
the immediately preceding sentence as of the date such Mortgage Loan became an
REO Property.

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

      "Mortgage Loan Purchase Agreement": The agreement between the Seller and
the Depositor, dated as of October 1, 2005, regarding the transfer of the
Mortgage Loans by the Seller to or at the direction of the Depositor attached
hereto as Exhibit G.

      "Mortgage Loan Schedule": As of any date (i) with respect to the
Mortgage Loans, the list of such Mortgage Loans included in the Trust Fund on
such date. The Mortgage Loan Schedule shall be prepared by the Seller and
shall set forth the following information with respect to each Mortgage Loan:

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

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

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

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

      (5)   the original months to maturity;

      (6)   the date of origination;

      (7)   the first payment date;


                                      31
<PAGE>


      (8)   the stated maturity date;

      (9)   the stated remaining months to maturity;

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

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

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

      (14)  the contractual interest paid to date of the Mortgage Loan;

      (15)  if the Mortgage Loan is not owner-financed, the Combined
            Loan-to-Value Ratio at origination;

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

      (17)  a code indicating whether the Mortgaged Property is in bankruptcy
            or in its forbearance period as of the Cut-off Date;

      (18)  [reserved];

      (19)  a code indicating the Index that is associated with such Mortgage
            Loan;

      (20)  the Gross Margin;

      (21)  the Periodic Rate Cap;

      (22)  the Minimum Loan Rate;

      (23)  the Maximum Loan Rate;

      (24)  a code indicating whether the Mortgage Loan has a prepayment
            penalty and the type of prepayment penalty;

      (25)  the first Adjustment Date immediately following the Cut-off Date;

      (26)  the rate adjustment frequency;

      (27)  the payment adjustment frequency;

      (28)  a code indicating whether the Mortgage Loan is owner-financed;

      (29)  a code indicating whether the Mortgage Loan is an interest only
            Mortgage Loan and, if so, the interest only period at origination;

      (30)  a code indicating whether the Mortgage Loan is a Second Lien
            Mortgage Loan.



                                      32
<PAGE>

      The Mortgage Loan Schedule shall set forth the following information, as
of the Cut-off Date, with respect to the Mortgage Loans in the aggregate: (1)
the number of Mortgage Loans; (2) the current Principal Balance of the
Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the
Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans.
The Mortgage Loan Schedule shall be amended from time to time by the Seller in
accordance with the provisions of this Agreement. With respect to any Eligible
Substitute Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date
for such Mortgage Loan, determined in accordance with the definition of
Cut-off Date herein.

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

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

      "Mortgaged Property": The underlying property securing a Mortgage Loan,
including any REO Property, consisting of an Estate in Real Property improved
by a Residential Dwelling or multi-family dwelling.

      "Mortgagor":  The obligor on a Mortgage Note.

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

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

      "Net Rate": With respect to any Distribution Date, a per annum rate
equal to 12 times the quotient of (x) the total scheduled interest on the
Mortgage Loans for the related Collection Period at their Net Mortgage Rates
and (y) the aggregate Principal Balance of the Mortgage Loans (as of the first
day of the related Collection Period).

      "Net WAC Cap": With respect to any Distribution Date, a per annum rate
equal to 12 times the quotient of (x) the total scheduled interest on the
Mortgage Loans for the related Collection Period at the Net Mortgage Interest
Rates and (y) the aggregate Certificate Principal Balance of the Class A,
Class M and Class B Certificates, expressed in the case of the Class M, Class
B-1, Class B-2 and Class B-3 Certificates on the basis of a 360 day year and
the actual number of days elapsed in the related Interest Accrual Period.

      "Net WAC Carryover Amount": If on any Distribution Date, the Accrued
Certificate Interest for any of the Class A, Class M or Class B Certificates
is based upon the Net WAC Cap, the excess of (i) the amount of interest such
class would have been entitled to receive on such Distribution Date based on
clauses (i) and (iii) only of its Pass-Through Rate over (ii) the amount of
interest such class was entitled to receive on such Distribution Date based on
the Net WAC Cap, together with the unpaid portion of any such excess from
prior Distribution Dates (and interest accrued thereon at the then applicable
Pass-Through Rate (based on clauses (i) and (iii) only of its Pass-Through
Rate) on such class).

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



                                      33
<PAGE>

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

      "Notional Amount": With respect to the Class N Certificates, an amount
equal to the Original Class N Notional Amount reduced by the aggregate
distributions made to the Class N Certificates in respect of the Class N
Notional Amount pursuant to Section 4.02(b)(xxxix) or Section 4.02(c).

      "Offered Certificates":  The Class A and Class M Certificates.

      "Officer's Certificate": A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a vice president
(however denominated), or by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the Servicer, the Seller or
the Depositor, as applicable.

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

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

      "Original Class N Notional Amount": The Notional Amount of the Class N
Certificates on the Closing Date, as set forth opposite such Class in the
Preliminary Statement.

      "Original Class Certificate Principal Balance": With respect to each
Class of Certificates, the Certificate Principal Balance thereof on the
Closing Date, as set forth opposite such Class in the Preliminary Statement,
except with respect to the Class N, Class X and Residual Certificates, which
have an Original Class Certificate Principal Balance of zero.

      "Original Notional Amount":  The Original Class N Notional Amount.

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

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

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


                                      34
<PAGE>

payment on the Class A, Class M and Class B Certificates on such Distribution
Date, over (ii) the Targeted Overcollateralization Amount for such
Distribution Date. With respect to any Distribution Date on which a Trigger
Event is in effect, the Overcollateralization Release Amount will be zero.

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

      "Pass-Through Rate": Any of the Class AF-1 Pass-Through Rate, the Class
AF-2 Pass-Through Rate, the Class AF-3 Pass-Through Rate, the Class AF-4
Pass-Through Rate, the Class M-1 Pass-Through Rate, the Class M-2 Pass-Through
Rate, the Class M-3 Pass-Through Rate, the Class M-4 Pass-Through Rate, the
Class M-5 Pass-Through Rate, the Class M-6 Pass-Through Rate, the Class B-1
Pass-Through Rate, the Class B-2 Pass-Through Rate, the Class B-3 Pass-Through
Rate, the Class B-4 Pass-Through Rate and the Class B-5 Pass-Through Rate.
With respect to the Class N Certificates, the Pass-Through Rate is 4.50% per
annum.

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

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

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

      "Permitted Investments": Any one or more of the following obligations or
securities acquired at a purchase price of not greater than par, regardless of
whether issued or managed by the Depositor, the Servicer, the Trustee or any
of their respective Affiliates or for which an Affiliate of the Trustee serves
as an advisor:

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

            (ii) (A) demand and time deposits in, certificates of deposit of,
      bankers' acceptances issued by or federal funds sold by any depository
      institution or trust company (including the Trustee or its agents acting
      in their respective commercial capacities) incorporated under the laws
      of the United States of America or any state thereof and subject to
      supervision and examination by federal and/or state authorities, so long
      as, at the time of such investment or contractual commitment providing
      for such investment, such depository institution or trust company or its
      ultimate parent has a short-term uninsured debt rating in one of the two
      highest available rating categories of S&P and Moody's and the highest
      available rating category of Fitch and provided


                                      35
<PAGE>

      that each such investment has an original maturity of no more than 365
      days and (B) any other demand or time deposit or deposit which is fully
      insured by the FDIC;

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

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

            (v) commercial paper (including both non-interest-bearing discount
      obligations and interest-bearing obligations payable on demand or on a
      specified date not more than 30 days after the date of acquisition
      thereof) that is rated by each Rating Agency in its highest short-term
      unsecured debt rating available at the time of such investment;

            (vi) units of money market funds registered under the Investment
      Company Act of 1940 including funds managed or advised by the Trustee or
      affiliates thereof having the highest rating category by each applicable
      Rating Agency; and

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

provided, that (i) no instrument described hereunder shall evidence either the
right to receive (a) only interest with respect to the obligations underlying
such instrument or (b) both principal and interest payments derived from
obligations underlying such instrument and the interest and principal payments
with respect to such instrument provide a yield to maturity at par greater
than 120% of the yield to maturity at par of the underlying obligations and
(ii) each such investment must be a "permitted investment" within the meaning
of Section 860G(a)(5) of the Code.

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

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

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



                                      36
<PAGE>

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

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

      "Primary Insurance Policy": Each policy of primary guaranty mortgage
insurance issued by a Qualified Insurer in effect with respect to any Mortgage
Loan, or any replacement policy therefor obtained by the Servicer pursuant to
Section 3.08.

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

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

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

      "Principal Remittance Amount": With respect to any Distribution Date, to
the extent of funds available therefor, the sum (less amounts available for
reimbursement of Advances and Servicing Advances pursuant to Section 3.05 and
expenses reimbursable pursuant to Section 6.03) of: (i) each payment of
principal on a Mortgage Loan due during the related Collection Period and
received by the Servicer on or prior to the related Determination Date, and
any Advances with respect thereto, (ii) the portion of all full and partial
Principal Prepayments or Insurance Proceeds, Condemnation Proceeds and
Subsequent Recoveries allocable to principal received by the Servicer during
the related Prepayment Period, (iii) the Net Liquidation Proceeds allocable to
principal actually collected by the Servicer during the related Prepayment
Period, (iv) with respect to Defective Mortgage Loans repurchased with respect
to such Prepayment Period, the portion of the Purchase Price allocable to
principal, (v) any Substitution Adjustment Amounts allocable to principal
received during the related Prepayment Period and (vi) on the Distribution
Date on which the Trust is to be terminated in accordance with Section 10.01
hereof, that portion of the Termination Price in respect of principal.

      "Private Certificates": Any of the Class B, Class N, Class X and
Residual Certificates.



                                      37
<PAGE>

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

      "Proportionate Holder": A Person that beneficially owns pro rata shares
of the Class N and Class X Certificates.

      "Prospectus Supplement": That certain Prospectus Supplement dated
November 3, 2005 relating to the public offering of the Offered Certificates.

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

      "Qualified Insurer": Any insurance company acceptable to Fannie Mae or
Freddie Mac.

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

      "Realized Loss": With respect to a Liquidated Mortgage Loan, the amount
by which the remaining unpaid Principal Balance of the Mortgage Loan plus
accrued and unpaid interest thereon at the Mortgage Interest Rate through the
last day of the month of liquidation, exceeds the amount of Net Liquidation
Proceeds applied to the principal balance of the related Mortgage Loan. With
respect to any Mortgage Loan, a Deficient Valuation or a reduction in the
Principal Balance thereof resulting from a Servicer Modification.

      "Realized Loss Amortization Amount": Any of the Class M-1 Realized Loss
Amortization Amount, the Class M-2 Realized Loss Amortization Amount, the
Class M-3 Realized Loss Amortization Amount, the Class M-4 Realized Loss
Amortization Amount, the Class M-5 Realized Loss Amortization Amount, the
Class M-6 Realized Loss Amortization Amount, the Class B-1 Realized Loss
Amortization Amount, the Class B-2 Realized Loss Amortization Amount, the
Class B-3 Realized Loss Amortization Amount, the Class B-4 Realized Loss
Amortization Amount and the Class B-5 Realized Loss Amortization Amount.



                                      38
<PAGE>

      "Record Date": With respect to Class M, Class B-1, Class B-2 and Class
B-3 Certificates, the Business Day immediately preceding such Distribution
Date; provided, however, that if any such Certificate becomes a Definitive
Certificate, the Record Date for such Certificate shall be the last Business
Day of the month immediately preceding the month in which the related
Distribution Date occurs. With respect to Class AF-1, Class AF-2, Class AF-3,
Class AF-4, Class B-4, Class B-5, Class N, Class X, Class R and Class R-X
Certificates, the last Business Day of the month immediately preceding the
month in which the related Distribution Date occurs or the Closing Date, in
the case of the first Distribution Date.

      "Reference Banks": Those banks (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 the Trustee, (iii) that have been designated as
such by the Trustee, after consultation with the Servicer and (iv) that are
engaged in transactions in the London interbank market.

      "Regular Certificate":  Any of the Class N and Class X Certificates.

      "Regulation S": Regulation S promulgated under the Securities Act or any
successor provision thereto, in each case as the same may be amended from time
to time; and all references to any rule, section or subsection of, or
definition or term contained in, Regulation S means such rule, section,
subsection, definition or term, as the case may be, or any successor thereto,
in each case as the same may be amended from time to time.

      "Regulation S Global  Securities":  The  Book-Entry  Regulation S Global
Securities and the Definitive Regulation S Global Securities.

      "Reimbursement Amount":  As defined in Section 2.03.

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

      "Relief  Act":  The  Servicemembers  Civil  Relief Act, as amended,  and
similar state laws.

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

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

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

      "REMIC Regular Interest": Any REMIC 1 Regular Interest, REMIC 2 Regular
Interest, REMIC B-1 Regular Interest, REMIC B-2 Regular Interest, REMIC B-3
Regular Interest, REMIC B-4 Regular Interest, REMIC B-5 Regular Interest or
REMIC X/N Regular Interest.



                                      39
<PAGE>

      "REMIC 1":  As defined in the Preliminary Statement.

      "REMIC 1 Interest": Each interest in REMIC 1 as described in the
Preliminary Statement.

      "REMIC 1 Regular Interest": Each REMIC 1 Interest other than the Class
R-1 Interest.

      "REMIC 1 Subordinated Balance Ratio":  [Reserved.]

      "REMIC 2":  As defined in the Preliminary Statement.

      "REMIC 2 Interest": Each of the REMIC 2 Regular Interests and the Class
R-2 Interest.

      "REMIC 2 Regular Interest": Each of the REMIC 2-A1 Interest, the REMIC
2-A2 Interest, the REMIC 2-A3 Interest, the REMIC 2-A4 Interest, the REMIC
2-M1 Interest, the REMIC 2-M2 Interest, the REMIC 2-M3 Interest, the REMIC
2-M4 Interest, the REMIC 2-M5 Interest, the REMIC 2-M6 Interest, the REMIC
2-B1 Interest, the REMIC 2-B2 Interest, the REMIC 2-B3 Interest, the REMIC
2-B4 Interest, the REMIC 2-B5 Interest and the REMIC 2-X/N Interest.

      "REMIC 2-A1 Interest": An uncertificated "regular interest" in REMIC 2
represented by the Class AF-1 Certificates having the same rights to payments
as the Class AF-1 Certificates other than the right to any payments in respect
of Adjusted Net WAC Carryover Amounts.

      "REMIC 2-A2 Interest": An uncertificated "regular interest" in REMIC 2
represented by the Class AF-2 Certificates having the same rights to payments
as the Class AF-2 Certificates other than the right to any payments in respect
of Adjusted Net WAC Carryover Amounts.

      "REMIC 2-A3 Interest": An uncertificated "regular interest" in REMIC 2
represented by the Class AF-3 Certificates having the same rights to payments
as the Class AF-3 Certificates other than the right to any payments in respect
of Adjusted Net WAC Carryover Amounts.

      "REMIC 2-A4 Interest": An uncertificated "regular interest" in REMIC 2
represented by the Class AF-4 Certificates having the same rights to payments
as the Class AF-4 Certificates other than the right to any payments in respect
of Adjusted Net WAC Carryover Amounts.

      "REMIC 2-M1 Interest": An uncertificated "regular interest" in REMIC 2
represented by the Class M-1 Certificates having the same rights to payments
as the Class M-1 Certificates other than the right to any payments in respect
of Adjusted Net WAC Carryover Amounts.

      "REMIC 2-M2 Interest": An uncertificated "regular interest" in REMIC 2
represented by the Class M-2 Certificates having the same rights to payments
as the Class M-2 Certificates other than the right to any payments in respect
of Adjusted Net WAC Carryover Amounts.

      "REMIC 2-M3 Interest": An uncertificated "regular interest" in REMIC 2
represented by the Class M-3 Certificates having the same rights to payments
as the Class M-3 Certificates other than the right to any payments in respect
of Adjusted Net WAC Carryover Amounts.

      "REMIC 2-M4 Interest": An uncertificated "regular interest" in REMIC 2
represented by the Class M 4 Certificates having the same rights to payments
as the Class M 4 Certificates other than the right to any payments in respect
of Adjusted Net WAC Carryover Amounts.



                                      40
<PAGE>

      "REMIC 2-M5 Interest": An uncertificated "regular interest" in REMIC 2
represented by the Class M 5 Certificates having the same rights to payments
as the Class M 5 Certificates other than the right to any payments in respect
of Adjusted Net WAC Carryover Amounts.

      "REMIC 2-M6 Interest": An uncertificated "regular interest" in REMIC 2
represented by the Class M 6 Certificates having the same rights to payments
as the Class M 6 Certificates other than the right to any payments in respect
of Adjusted Net WAC Carryover Amounts.

      "REMIC 2-B1 Interest": An uncertificated "regular interest" in REMIC 2
held by REMIC B-1 having the same rights to payments as the Class B-1
Certificates other than the right to any payments in respect of Adjusted Net
WAC Carryover Amounts.

      "REMIC 2-B2 Interest": An uncertificated "regular interest" in REMIC 2
held by REMIC B-2 having the same rights to payments as the Class B-2
Certificates other than the right to any payments in respect of Adjusted Net
WAC Carryover Amounts.

      "REMIC 2-B3 Interest": An uncertificated "regular interest" in REMIC 2
held by REMIC B-3 having the same rights to payments as the Class B-3
Certificates other than the right to any payments in respect of Adjusted Net
WAC Carryover Amounts.

      "REMIC 2-B4 Interest": An uncertificated "regular interest" in REMIC 2
held by REMIC B-4 having the same rights to payments as the Class B-4
Certificates other than the right to any payments in respect of Adjusted Net
WAC Carryover Amounts.

      "REMIC 2-B5 Interest": An uncertificated "regular interest" in REMIC 2
held by REMIC B-5 having the same rights to payments as the Class B 5
Certificates other than the right to any payments in respect of Adjusted Net
WAC Carryover Amounts.

      "REMIC 2-X/N Interest": An uncertificated "regular interest" in REMIC 2
held by REMIC X/N having an initial principal balance equal to the Initial
Overcollateralization Amount and bearing interest at the REMIC 2-X/N Interest
Distributable Interest Rate on a notional balance equal to the aggregate of
the Principal Balance of the Mortgage Loans outstanding as of the beginning of
the related Interest Accrual Period. The REMIC 2-X/N Interest shall be
entitled to all prepayment penalties (including amounts deposited in
connection with the full or partial waiver of such prepayment penalties
pursuant to Section 3.01).

      "REMIC 2-X/N Interest Current Interest": As of any Distribution Date,
the interest accrued during the related Interest Accrual Period at the REMIC
2-X/N Interest Distributable Interest Rate on a notional amount equal to the
aggregate of the Principal Balance of the Mortgage Loans outstanding as of the
beginning of such Interest Accrual Period (such amount of interest
representing a "specified portion" (within the meaning of Treasury Regulations
Section 1.860G-1(a)(2)(i)(C)) of interest payments on the REMIC 1 Regular
Interests).

      "REMIC 2-X/N Interest Distributable Interest Rate": The excess, if any,
of (a) the weighted average of the interest rates on the REMIC 1 Regular
Interests over (b) two times the weighted average of the interest rates on the
Marker Interests and the REMIC 1-X Interest (treating for purposes of this
clause (b) the interest rate on each of the Marker Interests as being subject
to a cap and a floor equal to the Pass-Through Rate (as adjusted to reflect a
30-day accrual period) of the Related Certificate of such Marker Interest (as
described in the Preliminary Statement) and treating the interest rate on the
REMIC 1-X Interest as being capped at zero). The averages described in the
preceding sentence shall be weighted on


                                      41
<PAGE>

the basis of the respective principal balances of the relevant REMIC 1 Regular
Interests immediately prior to any date of determination.

      "REMIC B-1": As defined in the Preliminary Statement.

      "REMIC B-1 Interest": Each of the REMIC B-1 Regular Interests and the
Class R-B-1 Interest.

      "REMIC B-1 Regular Interest": The REMIC B-1 B-1 Interest.

      "REMIC B-1 B-1 Interest": An uncertificated "regular interest" in REMIC
B-1 represented by the Class B-1 Certificates having the same rights to
payments as the Class B-1 Certificates other than the right to any payments in
respect of Adjusted Net WAC Carryover Amounts.

      "REMIC B-2": As defined in the Preliminary Statement.

      "REMIC B-2 Interest": Each of the REMIC B-2 Regular Interests and the
Class R-B-2 Interest.

      "REMIC B-2 Regular Interest": The REMIC B-2 B-2 Interest.

      "REMIC B-2 B-2 Interest": An uncertificated "regular interest" in REMIC
B-2 represented by the Class B-2 Certificates having the same rights to
payments as the Class B-2 Certificates other than the right to any payments in
respect of Adjusted Net WAC Carryover Amounts.

      "REMIC B-3": As defined in the Preliminary Statement.

      "REMIC B-3 Interest": Each of the REMIC B-3 Regular Interests and the
Class R-B-3 Interest.

      "REMIC B-3 Regular Interest": The REMIC B-3 B-3 Interest.

      "REMIC B-3 B-3 Interest": An uncertificated "regular interest" in REMIC
B-3 represented by the Class B-3 Certificates having the same rights to
payments as the Class B-3 Certificates other than the right to any payments in
respect of Adjusted Net WAC Carryover Amounts.

      "REMIC B-4": As defined in the Preliminary Statement.

      "REMIC B-4 Interest": Each of the REMIC B-4 Regular Interests and the
Class R-B-4 Interest.

      "REMIC B-4 Regular Interest": The REMIC B-4 B-4 Interest.

      "REMIC B-4 B-4 Interest": An uncertificated "regular interest" in REMIC
B-4 represented by the Class B-4 Certificates having the same rights to
payments as the Class B-4 Certificates other than the right to any payments in
respect of Adjusted Net WAC Carryover Amounts.

      "REMIC B-5": As defined in the Preliminary Statement.

      "REMIC B-5 Interest": Each of the REMIC B-5 Regular Interests and the
Class R-B-5 Interest.

      "REMIC B-5 Regular Interest": The REMIC B-5 B-5 Interest.

      "REMIC B-5 B-5 Interest": An uncertificated "regular interest" in REMIC
B-5 represented by the Class B-5 Certificates having the same rights to
payments as the Class B-5 Certificates other than the right to any payments in
respect of Adjusted Net WAC Carryover Amounts.



                                      42
<PAGE>

      "REMIC X/N": As defined in the Preliminary Statement.

      "REMIC X/N Interest": Each of the REMIC X/N Regular Interests and the
Class R-X/N Interest.

      "REMIC X/N Regular Interest": The REMIC X/N X/N Interest.

      "REMIC X/N X/N Interest": An uncertificated "regular interest" in REMIC
X/N held by the Trustee on behalf of the holders of the Class X and Class N
Certificates and entitled to all payments in respect of the REMIC 2-X/N
Interest.

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

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

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

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

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

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

      "Required Basis Risk Reserve Fund Amount": With respect to any
Distribution Date on which the related Net Excess Spread is less than 0.25%,
an amount equal to the lesser of (x) $15,000 and (y) the product of (i) 0.50%
and (ii) the Pool Balance as of the last day of the related Collection Period.
With respect to any Distribution Date on which the Net Excess Spread is equal
to or greater than 0.25%, an amount equal to $5,000.

      "Required Basis Risk Reserve Fund Deposit": With respect to any
Distribution Date, the excess, if any, of (i) the Required Basis Risk Reserve
Fund Amount over (ii) the amount of funds on deposit in the Basis Risk Reserve
Fund as of the close of business on the Business Day immediately preceding
such Distribution Date.

      "Reserve Account": The separate Eligible Account created and maintained
by the Trustee pursuant to Section 4.02(f)(iv) in the name of the Trustee for
the benefit of the Trust Fund and designated "U.S. Bank National Association,
as trustee, in trust for registered holders of the C-BASS, Mortgage Loan
Asset-Backed Certificates, Series 2005-CB7." Funds in the Cap Contract Reserve
Fund shall be held in trust for the Trust Fund for the uses and purposes set
forth in this Agreement.



                                      43
<PAGE>

      "Residential Dwelling": Any one of the following: (i) a one-family
dwelling, (ii) a two- to four-family dwelling, (iii) a one-family dwelling
unit in a Fannie Mae eligible condominium project, (iv) a one-family dwelling
in a planned unit development, which is not a co-operative, or (v) a mobile or
manufactured home (as defined in 42 United States Code, Section 5402(6)).

      "Residual Certificates": The Class R Certificates and the Class R-X
Certificates.

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

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

      "S&P": Standard & Poor's, a division of The McGraw-Hill Companies, Inc.,
and its successors, and if such company shall for any reason no longer perform
the functions of a securities rating agency, "S&P" shall be deemed to refer to
any other "nationally recognized statistical rating organization" as set forth
on the most current list of such organizations released by the Securities and
Exchange Commission.

      "Second Lien Mortgage Loan": Any of the Mortgage Loans which are secured
by a second mortgage lien that is junior to a First Lien Mortgage Loan on the
related Mortgaged Property.

      "Seller": Credit-Based Asset Servicing and Securitization LLC, or its
successor in interest, in its capacity as seller under the Mortgage Loan
Purchase Agreement.

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

      "Senior Specified Enhancement Percentage": On any date of determination
thereof, 45.80%.

      "Servicer": Litton Loan Servicing LP, a Delaware limited partnership, or
any successor servicer appointed as herein provided, in its capacity as
Servicer hereunder.

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

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

      "Servicer Modification": A modification to the terms of a Mortgage Loan,
in accordance with the terms of Section 3.01, as to which the Mortgagor is in
default or as to which, in the judgment of the Servicer, default is reasonably
foreseeable.

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


                                      44
<PAGE>

      "Servicer's Assignee": As defined in Section 3.30(b) hereof.

      "Servicing Advances": All customary, reasonable and necessary "out of
pocket" costs and expenses incurred by the Servicer in the performance of its
servicing obligations to the extent such costs or expenses constitute
"unanticipated expenses" within the meaning of Treasury Regulations
1.860G-1(b)(3)(ii), including, but not limited to, the cost of (i) the
preservation, restoration and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of the REO Property and (iv) compliance with the
obligations under Section 3.08.

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

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

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

      "Servicing Rights Pledgee": One or more lenders, selected by the
Servicer, to which the Servicer may pledge and assign all of its right, title
and interest in, to and under this Agreement (other than rights with respect
to Advances and Servicing Advances herein), including JPMorgan Chase. Bank
National Association, as the representative of certain lenders.

      "Servicing  Standard":  Shall  mean the  standards  set forth in Section
3.01.

      "Special Hazard Loss": Any Realized Losses that result from direct
physical damage to Mortgaged Properties caused by natural disasters and other
hazards (i) which are not covered by hazard insurance policies (such as
earthquakes) and (ii) for which claims have been submitted and rejected by the
related hazard insurer and any shortfall in insurance proceeds for partial
damage due to the application of the co-insurance clauses contained in hazard
insurance policies.

      "SPV":  As defined in Section 3.30(a) hereof.

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

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

      "Stepdown Date": The later to occur of (x) the earlier to occur of (A)
the Distribution Date in November 2008 and (B) the Distribution Date on which
the aggregate Certificate Principal Balance of the Class A Certificates is
reduced to zero, and (y) the first Distribution Date on which the Senior
Enhancement Percentage is greater than or equal to the Senior Specified
Enhancement Percentage.


                                      45
<PAGE>

      "Subordinated Certificates": The Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5, Class N, Class X, Class R and Class R-X Certificates.

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

      "Subsequent Recovery": Any amount received on a Mortgage Loan subsequent
to such Mortgage Loan being determined to be a Liquidated Mortgage Loan.

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

      "Targeted Overcollateralization Amount": As of any Distribution Date,
(x) prior to the Stepdown Date, 2.65% of the Pool Balance on the Cut-off Date
and (y) on and after the Stepdown Date, (i) if a Trigger Event has not
occurred, the lesser of (a) 2.65% of the Pool Balance on the Cut-off Date and
(b) the greater of (A) 5.30% of the Pool Balance as of the last day of the
related Collection Period and (B) 0.50% of the Pool Balance on the Cut-off
Date and (ii) if a Trigger Event has occurred, the Targeted
Overcollateralization Amount for the immediately preceding Distribution Date.
Notwithstanding the foregoing, on and after any Distribution Date following
the reduction of the aggregate Certificate Principal Balance of the Class A,
Class M and Class B Certificates to zero, the Targeted Overcollateralization
Amount shall be zero.

      "Tax Matters Person": The tax matters person appointed pursuant to
Section 9.01(e) hereof.

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

      "Telerate Page 3750": The display page currently so designated on the
Moneyline Telerate Service (or such other page as may replace the Telerate
Page 3750 page on that service for the purpose of displaying London interbank
offered rates of major banks).

      "Termination Price":  As defined in Section 10.01(a) hereof.

      "Trigger Event": With respect to any Distribution Date, if (i) the
six-month rolling average of 60+ Day Delinquent Loans equals or exceeds 35.00%
of the Senior Enhancement Percentage or (ii) the aggregate amount of Realized
Losses incurred since the Cut-off Date through the last day of the related
Collection Period divided by the Pool Balance as of the Cut-off Date exceeds
the applicable percentages set forth below with respect to such Distribution
Date:

            Distribution Date Occurring In          Percentage
            November 2007 through October 2008      1.35%
            November 2008 through October 2009      3.05%
            November 2009 through October 2010      4.75%



                                      46
<PAGE>

            November 2010 through October 2011      6.15%
            November 2011 and thereafter            6.90%

      "Trust":  2005-CB7 Trust, the trust created hereunder.

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

      "Trustee": U.S. Bank National Association, a national banking
association organized and existing under the laws of United States of America,
or any successor Trustee appointed as herein provided.

      "Trustee Fee": With respect to any Distribution Date, the product of (x)
one-twelfth of the Trustee Fee Rate and (y) the aggregate of the Principal
Balances of all Mortgage Loans as of the opening of business on the first day
of the related Collection Period.

      "Trustee Fee Rate": With respect to any Distribution  Date,  0.0065% per
annum.

      "Underwriters":  J.P. Morgan  Securities Inc. and Barclays Capital Inc.,
as underwriters with respect to the Offered Certificates.

      "United States Person" or "U.S. Person": (i) A citizen or resident of
the United States, (ii) a corporation, partnership or other entity treated as
a corporation or partnership for United States federal income tax purposes
organized in or under the laws of the United States or any state thereof or
the District of Columbia (unless, in the case of a partnership, Treasury
regulations provide otherwise) or (iii) an estate the income of which is
includible in gross income for United States tax purposes, regardless of its
source, or (iv) a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have authority to control all substantial decisions
of the trust. Notwithstanding the preceding sentence, to the extent provided
in Treasury regulations, certain Trusts in existence on August 20, 1996, and
treated as United States persons prior to such date, that elect to continue to
be treated as United States persons will also be a U.S. Person.

      "Unpaid Realized Loss Amount": For any Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4
and Class B-5 Certificates and as to any Distribution Date, the excess of (1)
the cumulative amount of related Applied Realized Loss Amounts with respect to
such Class for all prior Distribution Dates over (2) the sum of (x) the
cumulative amount of related Realized Loss Amortization Amounts with respect
to such Class for all prior Distribution Dates and (y) all increases in the
Certificate Principal Balance of such Class pursuant to the last sentence of
the definition of "Certificate Principal Balance."



                                      47
<PAGE>

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

      "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. The Voting Rights
allocated among Holders of the Class A, Class M and Class B Certificates shall
be 98%, and shall be allocated among each such Class according to the
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of all the Certificates of such Class then
outstanding and the denominator of which is the aggregate Certificate
Principal Balance of all the Class A, Class M and Class B Certificates then
outstanding. The Voting Rights allocated to each such Class of Certificates
shall be allocated among all holders of each such Class in proportion to the
outstanding Certificate Principal Balance of such Certificates; provided,
however, that any Certificate registered in the name of the Servicer, the
Depositor or the Trustee or any of their respective affiliates shall not be
included in the calculation of Voting Rights; provided that only such
Certificates as are known by a Responsible Officer of the Trustee to be so
registered will be so excluded. On each Distribution Date (a) prior to the
date on which the Notional Amount of the Class N Certificates is reduced to
zero, the percentage of all the Voting Rights allocated among the Holders of
the Class N and Class X Certificates, respectively, shall be 1% and (b) on and
after the date on which the Notional Amount of the Class N Certificates is
reduced to zero, the percentage of all the Voting Rights allocated among the
Holders of the Class N Certificates shall be 0% and the percentage of all the
Voting Rights allocated among the Holder of the Class X Certificates shall be
2%. The Residual Certificates shall have no Voting Rights.

      "Written Order to Authenticate": A written order by which the Depositor
directs the Trustee to execute, authenticate and deliver the Certificates.

      Section 1.02 Accounting.

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

                                  ARTICLE II

                         CONVEYANCE OF MORTGAGE LOANS;
                       ORIGINAL ISSUANCE OF CERTIFICATES

      Section 2.01 Conveyance of Mortgage Loans.

      The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey to the Trustee, on
behalf of the Trust, without recourse, for the benefit of the
Certificateholders, all the right, title and interest of the Depositor,
including any security interest therein for the benefit of the Depositor, in
and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule,
including the related Cut-off Date Principal Balance, all interest accruing
thereon after the Cut-off Date and all collections in respect of interest and
principal due after the Cut-off Date; (ii) property which secured each such
Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure; (iii) its interest in any insurance policies in respect of the
Mortgage Loans; (iv) all proceeds



                                      48
<PAGE>

of any of the foregoing; (v) the rights of the Depositor under the Mortgage
Loan Purchase Agreement, and (vi) all other assets included or to be included
in the Trust Fund. Such assignment includes all interest and principal due to
the Depositor or the Servicer after the Cut-off Date with respect to the
Mortgage Loans.

      The Depositor, the Seller, the Servicer and the Trustee hereto agree and
understand that it is not intended that any Mortgage Loan be included in the
Trust Fund that is, without limitation, a "High-Cost Home Loan" as defined by
the Home Ownership and Equity Protection Act of 1994 or any other applicable
anti-predatory lending laws, including but not limited to (i) a "High-Cost
Home Loan" as defined in the New Jersey Home Ownership Act effective November
27, 2003; (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004; (iii) a "High-Cost Home Loan" as
defined in the Massachusetts Predatory Home Loan Practices Act effective
November 7, 2004 (iv) a "High-Cost Home Loan" as defined by the Indiana High
Cost Home Loan Law effective January 1, 2005; or (v) a "High-Cost Home Loan"
as defined by the Illinois High-Risk Home Loan Act effective January 1, 2004.

      In connection with such transfer and assignment, the Seller, on behalf
of the Depositor, does hereby deliver to, and deposit with the Trustee, or its
designated agent (the "Custodian"), the following documents or instruments
with respect to each Mortgage Loan (a "Mortgage File") so transferred and
assigned:

                  (i) the original Mortgage Note including any riders thereto,
endorsed either (A) in blank or (B) in the following form: "Pay to the order
of U.S. Bank National Association, as Trustee for the C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2005-CB7, without recourse," or with respect
to any lost Mortgage Note, an original Lost Note Affidavit, together with a
copy of the related Mortgage Note;

                  (ii) the original Mortgage including any riders thereto,
with evidence of recording thereon, and the original recorded power of
attorney, if the Mortgage was executed pursuant to a power of attorney, with
evidence of recording thereon or, if such Mortgage or power of attorney has
been submitted for recording but has not been returned from the applicable
public recording office, has been lost or is not otherwise available, a copy
of such Mortgage or power of attorney, as the case may be, certified to be a
true and complete copy of the original submitted for recording;

                  (iii) an original Assignment of Mortgage, in form and
substance acceptable for recording. The Mortgage shall be assigned either (A)
in blank or (B) to "U.S. Bank National Association, as Trustee for the C-BASS
Mortgage Loan Asset-Backed Certificates, Series 2005-CB7, without recourse";

                  (iv) an original or a certified copy of any intervening
assignment of Mortgage showing a complete chain of assignments;

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

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

      The Trustee agrees to execute and deliver (or cause the Custodian to
execute and deliver) to the Depositor on or prior to the Closing Date an
acknowledgment of receipt of the original Mortgage Note (with any exceptions
noted), substantially in the form attached as Exhibit F-3 hereto.


                                      49
<PAGE>

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

      Upon discovery or receipt of notice of any materially defective document
in, or that a document is missing from, a Mortgage File, the Seller shall have
120 days to cure such defect or 150 days following the Closing Date, in the
case of missing Mortgages or Assignments or deliver such missing document to
the Trustee or the Custodian. If the Seller does not cure such defect or
deliver such missing document within such time period, the Seller shall either
repurchase or substitute for such Mortgage Loan in accordance with Section
2.03.

      The Servicer shall cause the Assignments of Mortgage which were
delivered in blank to be completed and shall cause all Assignments referred to
in Section 2.01(iii) hereof and, to the extent necessary, in Section 2.01(iv)
hereof to be recorded at the Servicer's expense and of no cost to the Trust
Fund; provided, however, the Servicer need not cause to be recorded any
Assignment which relates to a Mortgage Loan in any jurisdiction under the laws
of which, as evidenced by an Opinion of Counsel delivered by the Servicer to
the Trustee and the Rating Agencies, the recordation of such assignment is not
necessary to protect the Trustee's interest, on behalf of the Trust, in the
related Mortgage Loan. The Servicer shall be required to deliver such
assignments for recording within 30 days of the Closing Date. The Servicer
shall furnish the Trustee, or its designated agent, with a copy of each
assignment of Mortgage submitted for recording. In the event that any such
Assignment is lost or returned unrecorded because of a defect therein, the
Servicer shall promptly have a substitute Assignment prepared or have such
defect cured, as the case may be, and thereafter cause each such Assignment to
be duly recorded. In the event that any Mortgage Note is endorsed in blank as
of the Closing Date, promptly following the Closing Date the Servicer shall
cause to be completed such endorsements "Pay to the order of U.S. Bank
National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2005-CB7, without recourse."

      In the event that any Assignments of Mortgage is not recorded or is
improperly recorded (as a result of actions taken or not taken by a person
other than the Servicer), neither the Servicer nor the Trustee shall have any
liability for its failure to receive notices related to such Assignment of
Mortgage.

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

      Section 2.02 Acceptance by Trustee.

      The Trustee acknowledges its (or the Custodian's) receipt of, subject to
the provisions of Section 2.01 and subject to the review described below and
any exceptions noted on the exception report described in the next paragraph
below, the documents referred to in Section 2.01 above and all other assets
included in the definition of "Trust Fund" and declares that it (or the
Custodian) holds and will


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<PAGE>

hold such documents and the other documents delivered to it constituting a
Mortgage File, and that it (or the Custodian) holds or will hold all such
assets and such other assets included in the definition of "Trust Fund" in
trust for the exclusive use and benefit of all present and future
Certificateholders.

      The Trustee agrees, for the benefit of the Certificateholders, to review
(or cause the Custodian to review) each Mortgage File within 60 days after the
Closing Date (or, with respect to any document delivered after the Startup
Day, within 60 days of receipt and with respect to any Qualified Substitute
Mortgage, within 60 days after the assignment thereof) and to certify (or
cause the Custodian to certify) in substantially the form attached hereto as
Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan
specifically identified in the exception report annexed thereto as not being
covered by such certification), (i) all documents required to be delivered to
it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such
documents have been reviewed by it and have not been mutilated, damaged or
torn and relate to such Mortgage Loan and (iii) based on its examination and
only as to the foregoing, the information set forth in the Mortgage Loan
Schedule that corresponds to items (1), (2), (3), (5), (13) and (26) (in the
case of (26), only as to whether there is a prepayment penalty) of the
Mortgage Loan Schedule accurately reflects information set forth in the
Mortgage File. It is herein acknowledged that, in conducting such review, the
Trustee (or the Custodian, as applicable) is under no duty or obligation to
inspect, review or examine any such documents, instruments, certificates or
other papers to determine that they are genuine, enforceable, or appropriate
for the represented purpose or that they have actually been recorded or that
they are other than what they purport to be on their face.

      Prior to the first anniversary date of this Agreement the Trustee shall
deliver (or cause the Custodian to deliver) to the Depositor and the Servicer
a final certification in the form annexed hereto as Exhibit F-2 evidencing the
completeness of the Mortgage Files, with any applicable exceptions noted
thereon.

      If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the
Trustee (or the Custodian, as applicable) finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, at the conclusion of its review the Trustee (upon its
notification by the Custodian) shall so notify the Seller, the Depositor and
the Servicer. In addition, upon the discovery by the Seller, Depositor, the
Trustee or the Servicer (or upon receipt by the Trustee of written
notification of such breach) of a breach of any of the representations and
warranties made by the Seller in the related Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan which materially adversely affects such
Mortgage Loan or the interests of the related Certificateholders in such
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties.

      The Depositor and the Trustee intend that the assignment and transfer
herein contemplated constitute a sale of the Mortgage Loans and the Related
Documents, conveying good title thereto free and clear of any liens and
encumbrances, from the Depositor to the Trustee and that such property not be
part of the Depositor's estate or property of the Depositor in the event of
any insolvency by the Depositor. In the event that such conveyance is deemed
to be, or to be made as security for, a loan, the parties intend that the
Depositor shall be deemed to have granted and does hereby grant to the
Trustee, on behalf of the Trust, a first priority perfected security interest
in all of the Depositor's right, title and interest in and to the Mortgage
Loans and the Related Documents, and that this Agreement shall constitute a
security agreement under applicable law.

      The Trustee is hereby directed to execute, deliver and perform its
obligations under the Cap Contract on the Closing Date and thereafter on
behalf of the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5 and Class M-6 Certificates. The Seller, the Servicer, the Depositor and


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<PAGE>

the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and
Class M-6 Certificates by acceptance of their Certificates acknowledge and
agree that the Trustee shall execute, deliver and perform its obligations
under the Cap Contract and shall do so solely in its capacity as Trustee of
the Trust Fund and not in its individual capacity.

      The Trustee is hereby directed to represent and warrant to the Cap
Contract Counterparty under the Cap Contract that the beneficial owner for
United States federal income tax purposes of payments made under the Cap
Contract is either:

            a "U.S. person" (as that term is used in section
            1.1441-4(a)(3)(ii) of United States Treasury Regulations
            (the "Regulations")) for United States federal income tax
            purposes, or

            a "non-U.S. branch of a foreign person" as that term is
            used in section 1.1441-4(a)(3)(ii) of the Regulations for
            United States federal income tax purposes, and a "foreign
            person" as that term is used in section 1.6041-4(a)(4) of
            the Regulations for United States federal income tax
            purposes.

      Section 2.03 Repurchase or Substitution of Mortgage Loans by the
Seller.

            (a) Upon discovery or receipt of written notice of any materially
defective document in, or that a document is missing from, a Mortgage File or
of the breach by the Seller of any representation, warranty or covenant under
the Mortgage Loan Purchase Agreement or in Section 2.04 in respect of any
Mortgage Loan which materially adversely affects the value of such Mortgage
Loan or the interest therein of the Certificateholders, the Trustee (or the
Custodian, as applicable) shall promptly notify the Seller, the Servicer and
the Trustee of such defect, missing document or breach and request that the
Seller deliver such missing document or cure such defect or breach within 120
days or 150 days following the Closing Date, in the case of missing Mortgages
or Assignments from the date the Seller was notified of such missing document,
defect or breach, and if the Seller does not deliver such missing document or
cure such defect or breach in all material respects during such period, the
Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase
Agreement and inform the Seller of its obligation to repurchase such Mortgage
Loan from the Trust Fund at the Purchase Price on or prior to the
Determination Date following the expiration of such 120 day period (subject to
Section 2.03(e)); provided that, in connection with any such breach that is
susceptible to cure but that could not reasonably have been cured within such
120 day or 150 day period, if the Seller shall have commenced to cure such
breach within such 120 day or 150 day period, the Seller shall be permitted to
proceed thereafter diligently and expeditiously to cure the same within 120
days. The Purchase Price for the repurchased Mortgage Loan shall be deposited
in the Collection Account, and the Trustee, upon receipt of written
certification from the Servicer of such deposit, shall release to the Seller
the related Mortgage File and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, representation or
warranty, as the Seller shall furnish to it and as shall be necessary to vest
in the Seller any Mortgage Loan released pursuant hereto and the Trustee shall
have no further responsibility with regard to such Mortgage File. In lieu of
repurchasing any such Mortgage Loan as provided above, the Seller may cause
such Mortgage Loan to be removed from the Trust Fund (in which case it shall
become a Defective Mortgage Loan) and substitute one or more Eligible
Substitute Mortgage Loans in the manner and subject to the limitations set
forth in Section 2.03(d). In addition to the foregoing, in the case of a
breach of the Seller's representation set forth in Section 3.01(f) of the
Mortgage Loan Purchase Agreement, the Seller shall reimburse the Trust for all
costs or damages incurred by the Trust as a result of the violation of such
law (such amount, the "Reimbursement Amount"). The Reimbursement Amount shall
be delivered to the Servicer for deposit into the Collection Account within 10
days from the date the Seller was notified by the Trustee of the amount of
such costs and damages. It is understood and agreed that the obligation of



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<PAGE>

the Seller to pay the Reimbursement Amount and to either cure or repurchase
(or substitute for) any Mortgage Loan as to which a document is missing, a
material defect in a constituent document exists or as to which such a breach
has occurred and is continuing shall constitute the sole remedy against the
Seller respecting such omission, defect or breach available to the Trustee and
the Trustee on behalf of the Certificateholders.

            (b) [Reserved].

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

            (d) Any substitution of Eligible Substitute Mortgage Loans for
Defective Mortgage Loans made pursuant to Section 2.03(a) must be effected
prior to the last Business Day that is within two years after the Closing
Date. As to any Defective Mortgage Loan for which the Seller substitutes a
Eligible Substitute Mortgage Loan or Loans, such substitution shall be
effected by the Seller delivering to the Trustee for such Eligible Substitute
Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the
Trustee, and such other documents and agreements, with all necessary
endorsements thereon, as are required by Section 2.01, together with an
Officer's Certificate providing that each such Eligible Substitute Mortgage
Loan satisfies the definition thereof and specifying the Substitution
Adjustment Amount (as described below), if any, in connection with such
substitution. The Trustee shall acknowledge receipt for such Eligible
Substitute Mortgage Loan or Loans and, within ten Business Days thereafter,
shall review (or cause the Custodian to review) such documents as specified in
Section 2.02 and deliver (or cause the Custodian to deliver) to the Servicer,
with respect to such Eligible Substitute Mortgage Loan or Loans, a
certification substantially in the form attached hereto as Exhibit F-1, with
any applicable exceptions noted thereon. Within one year of the date of
substitution, the Trustee shall deliver (or cause the Custodian to deliver) to
the Servicer a certification substantially in the form of Exhibit F-2 hereto
with respect to such Eligible Substitute Mortgage Loan or Loans, with any
applicable exceptions noted thereon. Monthly Payments due with respect to
Eligible Substitute Mortgage Loans in the month of substitution are not part
of the Trust Fund and will be retained by the Seller. For the month of
substitution, distributions to Certificateholders will reflect the collections
and recoveries in respect of such Defective Mortgage Loan in the Collection
Period preceding the month of substitution and the Depositor or the Seller, as
the case may be, shall thereafter be entitled to retain all amounts
subsequently received in respect of such Defective Mortgage Loan. The Seller
shall give or cause to be given written notice to the Certificateholders that
such substitution has taken place, shall amend the Mortgage Loan Schedule to
reflect the removal of such Defective Mortgage Loan from the terms of this
Agreement and the substitution of the Eligible Substitute Mortgage Loan or
Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the
Trustee. Upon such substitution, such Eligible Substitute Mortgage Loan or
Loans shall constitute part of the Mortgage Pool and shall be subject in all
respects to the terms of this Agreement and, in the case of a substitution
effected by the Seller, the Mortgage Loan Purchase Agreement, including, in
the case of a substitution effected by the Seller all applicable
representations and warranties thereof included in the Mortgage Loan Purchase
Agreement and all applicable representations and warranties thereof set forth
in Section 2.04, in each case as of the date of substitution.

      For any month in which the Seller substitutes one or more Eligible
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the
Servicer will determine the amount (the "Substitution Adjustment Amount"), if
any, by which the aggregate Purchase Price of all such Defective Mortgage
Loans exceeds the aggregate, as to each such Eligible Substitute Mortgage
Loan, of the principal balance thereof as of the date of substitution,
together with one month's interest on such principal balance at the


                                      53
<PAGE>

applicable Net Mortgage Interest Rate. On the date of such substitution, the
Seller will deliver or cause to be delivered to the Servicer for deposit in
the Collection Account an amount equal to the Substitution Adjustment Amount,
if any, and the Trustee, upon receipt by it or the Custodian of the related
Eligible Substitute Mortgage Loan or Loans and certification by the Servicer
of such deposit, shall release to the Seller the related Mortgage File or
Files and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, representation or warranty, as the
Seller shall deliver to it and as shall be necessary to vest therein any
Defective Mortgage Loan released pursuant hereto.

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

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

      Notwithstanding anything to the contrary contained herein, the parties
hereto acknowledge that the functions of the Trustee with respect to the
custody, acceptance, inspection and release of the Mortgage Files pursuant to
Sections 2.01, 2.02 and 2.03 and preparation and delivery of the
certifications in the form of Exhibit F-1 and Exhibit F-2 shall be performed
by the Custodian pursuant to the terms and conditions of the Custodial
Agreement. The fees and expenses of the Custodian shall be paid by the
Servicer.

      Section 2.04 Representations and Warranties of the Seller with Respect
to the Mortgage Loans.

      The Seller hereby represents and warrants to the Trustee for the benefit
of the Certificateholders that as of the Closing Date or as of such other date
specifically provided herein:

            (a) The representations and warranties made by the Seller pursuant
to Section 3.01 of the Mortgage Loan Purchase Agreement are hereby being made
to the Trustee and are true and correct as of the Closing Date.

            (b) Any written agreement between the Mortgagor in respect of a
Mortgage Loan and the Servicer modifying such Mortgagor's obligation to make
payments under the Mortgage Loan (such modified Mortgage Loan, a "Modified
Mortgage Loan") involved some assessment of the Mortgagor's ability to repay
the Modified Mortgage Loan.


                                      54
<PAGE>


      With respect to the representations and warranties set forth in this
Section 2.04 that are made to the best of the Seller's knowledge or as to
which the Seller has no knowledge, if it is discovered by the Depositor, the
Seller, the Servicer or the Trustee that the substance of such representation
and warranty is inaccurate and such inaccuracy materially and adversely
affects the value of the related Mortgage Loan or the interest therein of the
Certificateholders then, notwithstanding the Seller's lack of knowledge with
respect to the substance of such representation and warranty being inaccurate
at the time the representation or warranty was made, such inaccuracy shall be
deemed a breach of the applicable representation or warranty.

      Upon discovery by the Depositor, the Seller, the Servicer or the Trustee
of a breach of any of the representations and warranties contained in this
Section that materially and adversely affects the value of any Mortgage Loan
or the interest therein of the Certificateholders, the party discovering the
breach shall give prompt written notice to the others and in no event later
than two Business Days from the date of such discovery. Within ninety days of
its discovery or its receipt of notice of any such missing or materially
defective documentation or any such breach of a representation or warranty,
the Seller shall promptly deliver such missing document or cure such defect or
breach in all material respects, or in the event such defect or breach cannot
be cured, the Seller shall repurchase the affected Mortgage Loan or cause the
removal of such Mortgage Loan from the Trust Fund and substitute for it one or
more Eligible Substitute Mortgage Loans, in either case, in accordance with
Section 2.03.

      It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the Mortgage Files to the
Trustee and shall inure to the benefit of the Certificateholders
notwithstanding any restrictive or qualified endorsement or assignment. It is
understood and agreed that the obligations of the Seller set forth in Section
2.03(a) and (c) to cure, substitute for or repurchase a Mortgage Loan pursuant
to the Mortgage Loan Purchase Agreement and to reimburse the Trust the
Reimbursement Amount, constitute the sole remedies available to the
Certificateholders or to the Trustee on their behalf respecting a breach of
the representations and warranties contained in this Section 2.04.

      Section 2.05 Representations, Warranties and Covenants of the Servicer.

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

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


                                      55
<PAGE>

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

                  (iii) The Servicer is an approved servicer of conventional
mortgage loans for Fannie Mae and has the facilities, procedures and
experienced personnel necessary for the sound servicing of mortgage loans of
the same type as the Mortgage Loans. The Servicer is, and shall remain for as
long as it is servicing the Mortgage Loans hereunder, in good standing and to
service mortgage loans for HUD, Fannie Mae or Freddie Mac, and no event has
occurred, including but not limited to a change in insurance coverage, which
would make the Servicer unable to comply with HUD, Fannie Mae or Freddie Mac
eligibility requirements or which would require notification to any of HUD,
Fannie Mae or Freddie Mac;

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

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

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

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

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

                  (ix) The Servicer has fully furnished, and shall continue to
fully furnish for so long as it is servicing the Mortgage Loans hereunder, in
accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information on the Mortgagor credit files
to Equifax, Experian and Trans Union Credit Information Company on a monthly
basis.



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<PAGE>

      It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall survive delivery of the
Mortgage Files to the Trustee and shall inure to the benefit of the Trustee,
the Depositor and the Certificateholders. Upon discovery by any of the
Depositor, the Servicer, the Seller or the Trustee of a breach of any of the
foregoing representations, warranties and covenants which materially and
adversely affects the value of any Mortgage Loan or the interests therein of
the Certificateholders, the party discovering such breach shall give prompt
written notice (but in no event later than two Business Days following such
discovery) to the other parties hereto.

      Section 2.06 Representations and Warranties of the Depositor.

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

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

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

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

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

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

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

                  (vii) The execution, delivery and performance of this
Agreement by the Depositor, and the consummation of the transactions
contemplated thereby, do not and will not result in a material breach or
violation of any of the terms or provisions of, or, to the knowledge of the
Depositor, constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Depositor is a
party or by which the Depositor is bound or to which any of the property or
assets of the Depositor is subject, nor will such actions result in any
violation of the provisions of the certificate of incorporation or by-laws of
the Depositor or, to the best of the Depositor's knowledge without independent
investigation, any statute or any order, rule or regulation of any court or


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<PAGE>

governmental agency or body having jurisdiction over the Depositor or any of
its properties or assets (except for such conflicts, breaches, violations and
defaults as would not have a material adverse effect on the ability of the
Depositor to perform its obligations under this Agreement);

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

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

                  (x) The Pooling and Servicing Agreement creates a valid and
continuing "security interest" (as defined in Section 1-201(37) of the UCC) in
each Mortgage Note in favor of the Trustee, which security interest is prior
to all other liens and is enforceable as such against creditors of and
purchasers from the Depositor. Each Mortgage Note constitutes "promissory
notes" (as defined in Section 9-102(a)(65) of the UCC). Immediately before the
assignment of each Mortgage Note to the Trustee, the Depositor had good and
marketable title to such Mortgage Note free and clear of any lien, claim,
encumbrance of any Person. All original executed copies of each Mortgage Note
have been or shall be delivered to the Custodian within five Business Days
following the Closing Date. Other than the security interest granted to the
Trustee, the Depositor has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed any Mortgage Note. The Depositor has not
authorized the filing of and is not aware of any financing statements against
the Depositor that include a description of any of the Mortgage Notes. The
Depositor is not aware of any judgment or tax liens filed against the
Depositor. None of the Mortgage Notes has any marks or notations indicating
that they have been pledged, assigned or otherwise conveyed to any Person
other than the Trustee.

      Section 2.07 Issuance of Certificates and the Uncertificated Regular
Interests.

      The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery to it (or the Custodian, as bailee and Custodian of the Trustee)
of the Mortgage Files, subject to the provisions of Sections 2.01 and 2.02,
and the Trustee acknowledges the assignment to it of all other assets included
in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with
such assignment and delivery and in exchange therefor, the Trustee, pursuant
to the Written Order to Authenticate executed by an officer of the Depositor,
has executed, and the Certificate Registrar has authenticated and delivered to
or upon the order of the Depositor, the Certificates (other than the Class X
and Residual Certificates) in minimum dollar denominations or $25,000 and
integral dollar multiples of $1 in excess. The Class X and Class R
Certificates are issuable only in minimum Percentage Interests of 10%. The
Class R-X Certificates are issuable only in minimum Percentage Interests of
50%. The Trustee acknowledges the issuance of the uncertificated REMIC 1
Regular Interests, the uncertificated REMIC 2 Regular Interests, the
uncertificated REMIC B-1 Regular Interests, the uncertificated REMIC B-2
Regular Interests, the


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<PAGE>

uncertificated REMIC B-3 Regular Interests, the uncertificated REMIC B-4
Regular Interests, the uncertificated REMIC B-5 Regular Interests and the
uncertificated REMIC X/N Regular Interests and declares that it holds the
REMIC 1 Regular Interests as assets of REMIC 2, the REMIC 2-B1 Interest as the
asset of REMIC B-1, the REMIC 2-B2 Interest as the asset of REMIC B-2, the
REMIC 2-B3 Interest as the asset of REMIC B-3, the REMIC 2-B4 Interest as the
asset of REMIC B-4, the REMIC 2-B5 Interest as the asset of REMIC B-5 and the
REMIC 2-X/N Interest as the asset of REMIC X/N. The Trustee acknowledges the
issuance of the uncertificated REMIC X/N X/N Interest, beneficial ownership of
which is evidenced by the Class X/N Interest, and declares that it holds the
same as assets of the Grantor Trust on behalf of the Holders of the Class N
and Class X Certificates. The interests evidenced by the Certificates
constitute the entire beneficial ownership interest in the Trust Fund.

      Section 2.08 Representations and Warranties of the Seller.

      The Seller hereby represents and warrants to the Trust and the Trustee
on behalf of the Certificateholders that as of the Closing Date or as of such
date specifically provided herein:

                  (i) The Seller is duly organized, validly existing and in
good standing as a limited liability company under the laws of the State of
Delaware and has the power and authority to own its assets and to transact the
business in which it is currently engaged. The Seller is duly qualified to do
business and is in good standing in each jurisdiction in which the character
of the business transacted by it or properties owned or leased by it requires
such qualification and in which the failure to so qualify would have a
material adverse effect on (a) its business, properties, assets or condition
(financial or other), (b) the performance of its obligations under this
Agreement, (c) the value or marketability of the Mortgage Loans, or (d) its
ability to foreclose on the related Mortgaged Properties.

                  (ii) The Seller has the power and authority to make,
execute, deliver and perform this Agreement and to consummate all of the
transactions contemplated hereunder and has taken all necessary action to
authorize the execution, delivery and performance of this Agreement. When
executed and delivered, this Agreement will constitute the Seller's legal,
valid and binding obligations enforceable in accordance with its terms, except
as enforcement of such terms may be limited by (1) bankruptcy, insolvency,
reorganization, receivership, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by the availability of
equitable remedies, (2) general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law) or (3) public
policy considerations underlying the securities laws, to the extent that such
policy considerations limit the enforceability of the provisions of this
Agreement which purport to provide indemnification from securities laws
liabilities.

                  (iii) The Seller holds all necessary licenses, certificates
and permits from all governmental authorities necessary for conducting its
business as it is presently conducted, except for such licenses, certificates
and permits the absence of which, individually or in the aggregate, would not
have a material adverse effect on the ability of the Seller to conduct its
business as it is presently conducted. It is not required to obtain the
consent of any other party or any consent, license, approval or authorization
from, or registration or declaration with, any governmental authority, bureau
or agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement, except for such consents, licenses,
approvals or authorizations, or registrations or declarations as shall have
been obtained or filed, as the case may be, prior to the Closing Date.

                  (iv) The execution, delivery and performance of this
Agreement by the Seller will not conflict with or result in a breach of, or
constitute a default under, any provision of any existing law or regulation or
any order or decree of any court applicable to the Seller or any of its
properties or any provision of its Limited Liability Company Agreement, or
constitute a material breach


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<PAGE>

of, or result in the creation or imposition of any lien, charge or encumbrance
upon any of its properties pursuant to any mortgage, indenture, contract or
other agreement to which it is a party or by which it may be bound.

                  (v) No certificate of an officer, written statement or
report delivered pursuant to the terms hereof by the Seller contains any
untrue statement of a material fact or omits to state any material fact
necessary to make the certificate, statement or report not misleading.

                  (vi) The transactions contemplated by this Agreement are in
the ordinary course of the Seller's business.

                  (vii) The Seller is not insolvent, nor will the Seller be
made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is
the Seller aware of any pending insolvency.

                  (viii) The Seller is not in violation of, and the execution
and delivery of this Agreement by it and its performance and compliance with
the terms of this Agreement will not constitute a violation with respect to
any order or decree of any court, or any order or regulation of any federal,
state, municipal or governmental agency having jurisdiction, which violation
would materially and adversely affect the Seller's condition (financial or
otherwise) or operations or any of the Seller's properties, or materially and
adversely affect the performance of any of its duties hereunder.

                  (ix) There are no actions or proceedings against, or
investigations of, the Seller pending or, to its knowledge, threatened, before
any court, administrative agency or other tribunal (i) that, if determined
adversely, would prohibit the Seller from entering into this Agreement, (ii)
seeking to prevent the consummation of any of the transactions contemplated by
this Agreement or (iii) that, if determined adversely, would prohibit or
materially and adversely affect the Seller's performance of any of its
respective obligations under, or the validity or enforceability of, this
Agreement.

                  (x) The Seller did not transfer the Mortgage Loans to the
Depositor with any intent to hinder, delay or defraud any of its creditors.

                  (xi) The Seller acquired title to the Mortgage Loans in good
faith, without notice of any adverse claims.

                  (xii) The transfer, assignment and conveyance of the
Mortgage Notes and the Mortgages by the Seller to the Depositor are not
subject to the bulk transfer laws or any similar statutory provisions in
effect in any applicable jurisdiction.

      Section 2.09 Covenants of the Seller.

            (a) The Seller hereby covenants that except for the transfer
hereunder, the Seller will not sell, pledge, assign or transfer to any other
Person, or grant, create, incur, assume or suffer to exist any lien on any
Mortgage Loan, or any interest therein; the Seller will notify the Trustee, as
assignee of the Depositor, of the existence of any lien on any Mortgage Loan
immediately upon discovery thereof, and the Seller will defend the right,
title and interest of the Trust, as assignee of the Depositor, in, to and
under the Mortgage Loans, against all claims of third parties claiming through
or under the Seller; provided, however, that nothing in this Section 2.09
shall prevent or be deemed to prohibit the Seller from suffering to exist upon
any of the Mortgage Loans any liens for municipal or other local taxes and
other governmental charges if such taxes or governmental charges shall not at
the time be due and payable or if the Seller shall currently be contesting the
validity thereof in good faith by appropriate proceedings and shall have set
aside on its books adequate reserves with respect thereto.



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<PAGE>

            (b) The Seller hereby covenants that neither it nor any Affiliate
of the Seller will directly solicit any Mortgagor hereunder to refinance the
related Mortgage Loan. Notwithstanding the foregoing, the Seller and its
Affiliates shall be permitted to solicit a Mortgagor if the Seller or such
Affiliate has received a request for verification of a mortgage, a request for
demand for payoff, a Mortgagor initiated written or verbal communication
indicating a desire to prepay or refinance the related Mortgage Loan, or the
Mortgagor initiates a title search, or if the Mortgagor receives marketing
materials which are generally disseminated.

                                  ARTICLE III

                         ADMINISTRATION AND SERVICING
                               OF THE TRUST FUND

      Section 3.01 Servicer to Act as Servicer.

      The Servicer, as independent contract servicer, shall service and
administer the Mortgage Loans in accordance with this Agreement and the normal
and usual standards of practice of prudent mortgage servicers, and shall have
full power and authority, acting alone, to do or cause to be done any and all
things in connection with such servicing and administration which the Servicer
may deem necessary or desirable and consistent with the terms of this
Agreement and consistent with the standard of care which the Servicer uses
and/or would use in servicing mortgage loans for its own account (the
"Servicing Standards").

      Consistent with the terms of this Agreement, the Servicer may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of
strict compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Servicer's reasonable and prudent determination such
waiver, modification, postponement or indulgence is not materially adverse to
the Certificateholders; provided, however, that the Servicer shall not make
future advances and (unless the Mortgagor is in default with respect to the
Mortgage Loan or such default is, in the judgment of the Servicer, reasonably
foreseeable) the Servicer shall not permit any modification with respect to
any Mortgage Loan that would (i) change the Mortgage Interest Rate, defer or
forgive the payment thereof of any principal or interest payments, reduce the
outstanding principal amount (except for actual payments of principal) or
extend the final maturity date with respect to such Mortgage Loan, (ii)
[RESERVED], (iii) affect adversely the status of any REMIC constituting part
of the Trust Fund as a REMIC or (iv) cause any REMIC to be subject to a tax on
"prohibited transactions" or "contributions" pursuant to the REMIC Provisions.
Notwithstanding the foregoing, the Servicer shall not permit any modification
with respect to any Mortgage Loan that would both (x) effect an exchange or
reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury
Regulations and (y) cause any REMIC constituting part of the Trust Fund to
fail to qualify as a REMIC under the Code or the imposition of any tax on
"prohibited transactions" or "contributions" after the Startup Day under the
REMIC Provisions. Without limiting the generality of the foregoing, the
Servicer shall continue, and is hereby authorized and empowered to execute and
deliver on behalf of itself, and the Trustee, all instruments of satisfaction
or cancellation, or of partial or full release, discharge and all other
comparable instruments, with respect to the Mortgage Loans and with respect to
the Mortgaged Property. The Servicer shall make all required Servicing
Advances and shall service and administer the Mortgage Loans in accordance
with Applicable Regulations, and shall provide to the Mortgagors any reports
required to be provided to them thereby. If reasonably required by the
Servicer, the Trustee shall furnish the Servicer a power of attorney
(substantially in the form annexed hereto as Exhibit Q) and other documents
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement and the Trustee shall have no
liability with respect to any misuse of such power of attorney and shall be
indemnified by Servicer for any costs, liabilities or expenses incurred by the
Trustee in connection


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<PAGE>

therewith. The Trustee agrees to provide such powers of attorney within ten
(10) days of the Servicer's request therefor.

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

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

      Notwithstanding anything in this Agreement to the contrary, in the event
of a Principal Prepayment in full, the Servicer may not waive any prepayment
penalty or portion thereof required by the terms of the related Mortgage Note
unless (i) the related Mortgage Loan is in default or foreseeable default and
such waiver (a) is standard and customary in servicing mortgage loans similar
to the Mortgage Loans and (b) would, in the reasonable judgment of the
Servicer, maximize recovery of total proceeds taking into account the value of
such prepayment penalty and the related Mortgage Loan, (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 or (iii) if the Servicer has not been provided with information
sufficient to enable it to collect the prepayment penalty. In the event of a
Principal Prepayment in full with respect to any Mortgage Loan, the Servicer
shall deliver to the Trustee an Officer's Certificate, substantially in the
form of Exhibit R, no later than the third Business Day following the
immediately succeeding Determination Date. For the avoidance of doubt, the
Servicer may waive a prepayment penalty in connection with a short sale or
short payoff on a defaulted Mortgage Loan. If the Servicer has waived all or a
portion of a prepayment penalty relating to a Principal Prepayment, other than
as provided above, the Servicer shall deliver to the Trustee as soon as
possible after the date of payoff, but in no event later than five business
days from such date, for deposit into the Distribution Account the amount of
such prepayment penalty (or such portion thereof as had been waived) for
distribution in accordance with the terms of this Agreement.

      Based solely on information provided to it by the Servicer, the Trustee
shall prepare and deliver to the Depositor and the owners of the Class N and
Class X Certificates, on a monthly basis, a statement setting forth the
amounts received with respect to prepayment penalties.

      Section 3.02 Collection of Mortgage Loan Payments.

      Continuously from the date hereof until the principal and interest on
all Mortgage Loans are paid in full, the Servicer will diligently collect all
payments due under each Mortgage Loan when the same shall become due and
payable and shall, to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Primary Insurance Policy
and Applicable Regulations, follow such collection procedures as it follows
with respect to mortgage loans comparable to the Mortgage Loans and held for
its own account. Further, the Servicer will take special care in ascertaining
and estimating annual ground rents, taxes, assessments, water rates, fire and
hazard insurance premiums, mortgage insurance premiums, and all other charges
that, as provided in the Mortgage, will become due and payable to that end
that the installments payable by the Mortgagors will be sufficient to pay such
charges as and when they become due and payable.



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<PAGE>

      Section 3.03 Realization Upon Defaulted Mortgage Loans.

      In the event that any payment due under any Conventional Mortgage Loan
is not paid when the same becomes due and payable, or in the event the
Mortgagor fails to perform any other covenant or obligation under the Mortgage
Loan and such failure continues beyond any applicable grace period, the
Servicer shall take such action as it shall deem to be in the best interest of
the Certificateholders. With respect to any defaulted Mortgage Loan, the
Servicer shall have the right to review the status of the related forbearance
plan and, subject to the second paragraph of Section 3.01, may modify such
forbearance plan; including, extending the Mortgage Loan repayment date for a
period of one year or reducing the Mortgage Interest Rate up to 50 basis
points.

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

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

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

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

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

      If the Servicer determines, as described above, that it is in the best
economic interest of the Certificateholders to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials,
hazardous wastes, or petroleum-based materials affecting any such Mortgaged
Property, then the Servicer shall take such action as it deems to be in the
best economic interest of the Certificateholders. The cost of any such
compliance,


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<PAGE>

containment, cleanup or remediation shall be advanced by the Servicer, subject
to the Servicer's right to be reimbursed therefor from the Collection Account
as provided in Section 3.05(ii).

      Section 3.04 Collection Account and Distribution Account.

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

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

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

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

                  (iii) all proceeds from a Cash Liquidation;

                  (iv) all Insurance Proceeds including amounts required to be
deposited pursuant to Section 3.10, other than proceeds to be held in the
Escrow Account and applied to the restoration or repair of the Mortgaged
Property or released to the Mortgagor in accordance with the Servicer's normal
servicing procedures, the loan documents or applicable law;

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

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

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

            (b) On behalf of the Trust Fund, the Trustee shall establish and
maintain one or more accounts (such account or accounts, the "Distribution
Account"), held in trust for the benefit of the Certificateholders. On behalf
of the Trust Fund, the Servicer shall deliver to the Trustee in immediately
available funds for deposit in the Distribution Account by the close of
business New York time on the Servicer Remittance Date, that portion of the
Available Funds (calculated without regard to the references in the definition
thereof to amounts that may be deposited to the Distribution Account from a
different source as provided herein) then on deposit in the Collection
Account. Amounts in the Distribution Account shall be deemed to be held on
behalf of the related REMICs and the Grantor Trust in accordance with the
REMIC distributions set forth in Section 4.09. Funds on deposit in the
Distribution Account will remain uninvested.



                                      64
<PAGE>

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

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

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

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

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

                  (iv) any amounts required to be deposited in the
Distribution Account pursuant to Sections 2.03, 3.04, 3.15, 3.16, 3.23 or
4.07; and

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

            (e) Promptly upon receipt of any Stayed Funds, whether from the
Servicer, a trustee in bankruptcy, or federal bankruptcy court or other
source, the Trustee shall notify the Servicer of such receipt and deposit such
funds in the Distribution Account, subject to withdrawal thereof as permitted
hereunder.

      Section 3.05 Permitted Withdrawals From the Collection Account.

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

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

                  (ii) to reimburse itself for (a) Advances and Servicing
Advances to the extent of amounts received on the related Mortgage Loan which
represent payments of (x) principal and/or interest respecting which any such
Advance was made or (y) Condemnation Proceeds, Insurance Proceeds or
Liquidation Proceeds respecting which any such Servicing Advance was made; or
(b) any unreimbursed Advances to the extent of funds held in the Collection
Account for future distributions that were not included in Available Funds for
the preceding Distribution Date (provided, however, any funds so applied will
be replaced by the Servicer by deposit in the Collection Account no later than
one Business Day prior to the Distribution Date on which such funds are
required to be distributed) and to


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reimburse itself for Advances and Servicing Advances made in connection with
the modification of a Mortgage Loan where (x) such advance is added to the
unpaid principal balance or (y) a portion of the unpaid principal balance of
the Mortgage Loan is forgiven;

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

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

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

                  (vi) to pay or reimburse itself for any amounts payable or
paid pursuant to Section 6.03 (and not otherwise previously reimbursed) and to
reimburse itself as set forth in Section 9.01(c); and

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

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

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

      The Servicer shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan which constitute Escrow Payments separate and
apart from any of its own funds and general assets and shall establish and
maintain one or more Escrow Accounts, in the form of time deposit or demand
accounts. A copy of such letter agreement shall be furnished to the Trustee
upon request. The Escrow Account shall be an Eligible Account.

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



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      Section 3.07 Permitted Withdrawals From Escrow Account.

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

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

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

      With respect to each first lien Mortgage Loan, the Servicer shall
maintain accurate records reflecting the status of ground rents, taxes,
assessments, water rates and other charges which are or may become a lien upon
the Mortgaged Property and the status of Primary Insurance Policy premiums and
fire, flood and hazard insurance coverage and shall obtain, from time to time,
all bills for the payment of such charges (including renewal premiums) and
shall effect payment thereof prior to the applicable penalty or termination
date and at a time appropriate for securing maximum discounts allowable,
employing for such purpose deposits of the Mortgagor in the Escrow Account
which shall have been estimated and accumulated by the Servicer in amounts
sufficient for such purposes, as allowed under the terms of the Mortgage or
Applicable Regulations. To the extent that a Mortgage does not provide for
Escrow Payments, the Servicer shall (i) determine whether any such payments
are made by the Mortgagor in a manner and at a time that is necessary to avoid
the loss of the Mortgaged Property due to a tax sale or the foreclosure as a
result of a tax lien and (ii) ensure that all insurance required to be
maintained on the Mortgaged Property pursuant to this Agreement is maintained.
If any such payment has not been made and the Servicer receives notice of a
tax lien with respect to the Mortgage Loan being imposed, the Servicer will,
to the extent required to avoid loss of the Mortgaged Property, advance or
cause to be advanced funds necessary to discharge such lien on the Mortgaged
Property. The Servicer assumes full responsibility for the payment of all such
bills and shall effect payments of all such bills irrespective of the
Mortgagor's faithful performance in the payment of same or the making of the
Escrow Payments and shall make Servicing Advances from its own funds to effect
such payments.

      The Servicer, on behalf of the Trustee, as mortgagee, will maintain in
full force and effect (to the extent a Mortgage Loan has a Primary Insurance
Policy) a Primary Insurance Policy issued by a Qualified Insurer with respect
to each Mortgage Loan for which such coverage is required. Such coverage will
be maintained until the Combined Loan-to-Value Ratio of the related Mortgage
Loan is reduced to 80% or less. The Servicer will not cancel or refuse to
renew any Primary Insurance Policy in effect on the Closing Date that is
required to be kept in force under this Agreement unless a replacement Primary
Insurance Policy for such cancelled or non-renewed policy is obtained from and
maintained with a


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<PAGE>

Qualified Insurer. The Servicer shall not take any action which would result
in non-coverage under any applicable Primary Insurance Policy of any loss
which, but for the actions of the Servicer, would have been covered
thereunder. In connection with any assumption or substitution agreement
entered into or to be entered into pursuant to Section 3.14, the Servicer
shall promptly notify the insurer under the related Primary Insurance Policy,
if any, of such assumption or substitution of liability in accordance with the
terms of such policy and shall take all actions which may be required by such
insurer as a condition to the continuation of coverage under the Primary
Insurance Policy. If such Primary Insurance Policy is terminated as a result
of such assumption or substitution of liability, the Servicer shall obtain a
replacement Primary Insurance Policy as provided above.

      In connection with its activities as servicer, the Servicer agrees to
prepare and present, on behalf of itself and the Trustee, claims to the
insurer under any Primary Insurance Policy in a timely fashion in accordance
with the terms of such policies and, in this regard, to take such action as
shall be necessary to permit recovery under any Primary Insurance Policy
respecting a defaulted Mortgage Loan. Pursuant to Section 3.04, any amounts
collected by the Servicer under any Primary Insurance Policy shall be
deposited in the Collection Account, subject to withdrawal pursuant to Section
3.05.

      Section 3.09 Transfer of Accounts.

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

      Section 3.10 Maintenance of Hazard Insurance.

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


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<PAGE>

clauses with loss payable to the Servicer and shall provide for at least
thirty days prior written notice of any cancellation, reduction in the amount
of or material change in coverage to the Servicer. The Servicer shall not
interfere with the Mortgagor's freedom of choice in selecting either his
insurance carrier or agent, provided, however, that the Servicer shall not
accept any such insurance policies from insurance companies unless such
companies currently reflect a general policy rating of B:VI or better in
Best's Key Rating Guide and are licensed to do business in the state wherein
the property subject to the policy is located.

      Section 3.11 Maintenance of Mortgage Impairment Insurance Policy.

      In the event that the Servicer shall obtain and maintain a blanket
policy issued by an insurer that has a general policy rating of B:VI or better
in Best's Key Rating Guide insuring against hazard losses on all of the
Mortgage Loans, then, to the extent such policy provides coverage in an amount
equal to the amount required pursuant to Section 3.10 and otherwise complies
with all other requirements of Section 3.10, it shall conclusively be deemed
to have satisfied its obligations as set forth in Section 3.10, it being
understood and agreed that such policy may contain a deductible clause, in
which case the Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy
complying with Section 3.10, and there shall have been a loss which would have
been covered by such policy, deliver to the Trustee for deposit in the
Distribution Account the amount not otherwise payable under the blanket policy
because of such deductible clause, which amount shall not be reimbursable to
the Servicer from the Trust Fund. In connection with its activities as
servicer of the Mortgage Loans, the Servicer agrees to prepare and present, on
behalf of the Trustee, claims under any such blanket policy in a timely
fashion in accordance with the terms of such policy. Upon request of the
Trustee, the Servicer shall cause to be delivered to the Trustee a certified
true copy of such policy and a statement from the insurer thereunder that such
policy shall in no event be terminated or materially modified without thirty
days prior written notice to the Trustee.

      Section 3.12 Fidelity Bond, Errors and Omissions Insurance.

      The Servicer shall maintain, at its own expense, a blanket fidelity bond
(the "Fidelity Bond") and an errors and omissions insurance policy, with broad
coverage with financially responsible companies on all officers, employees or
other persons acting in any capacity with regard to the Mortgage Loans to
handle funds, money, documents and papers relating to the Mortgage Loans. The
Fidelity Bond and errors and omissions insurance shall be in the form of the
Mortgage Banker's Blanket Bond and shall protect and insure the Servicer
against losses, including forgery, theft, embezzlement, fraud, errors and
omissions and negligent acts of such persons. Such Fidelity Bond shall also
protect and insure the Servicer against losses in connection with the failure
to maintain any insurance policies required pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained payment in
full of the indebtedness secured thereby. No provision of this Section 3.12
requiring the Fidelity Bond and errors and omissions insurance shall diminish
or relieve the Servicer from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such bond and insurance policy shall
be at least equal to the corresponding amounts required by Fannie Mae in the
Fannie Mae MBS Selling and Servicing Guide or by Freddie Mac in the Freddie
Mac Servicer's Guide. Each year, together with the Annual Statement as to
compliance delivered pursuant to Section 3.19, the Servicer shall cause to be
delivered to the Trustee proof of coverage of the Fidelity Bond and errors and
omissions insurance policy and a statement from the surety and the insurer
that the surety and the insurer shall endeavor to notify the Trustee within
thirty (30) days prior to such Fidelity Bond's and errors and omissions
insurance policy's termination or material modification.



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<PAGE>

      Section 3.13 Title, Management and Disposition of REO Property and
Certain Delinquent Mortgage Loans.

            (a) In the event that title to a Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be taken (pursuant to a limited power of attorney to be provided by the
Trustee to the Servicer) in the name of the Trustee or a nominee thereof, on
behalf of the Certificateholders, or in the event the Trustee or a nominee
thereof is not authorized or permitted to hold title to real property in the
state where the REO Property is located, or would be adversely affected under
the "doing business" or tax laws of such state by so holding title, the deed
or certificate of sale shall be taken in the name of such Person or Persons as
shall be consistent with an Opinion of Counsel obtained by the Servicer from
an attorney duly licensed to practice law in the state where the REO Property
is located. Any Person or Persons holding such title other than the Trustee
shall acknowledge in writing that such title is being held as nominee for the
benefit of the Trustee.

            (b) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Servicer shall dispose of such REO Property before the end
of the third calendar year beginning after the year of its acquisition by the
Trust Fund for purposes of Section 860G(a)(8) of the Code or if the Trust Fund
has received (at the expense of the Trust Fund) from the Internal Revenue
Service an extension of the period during which it may hold such REO Property
without such REO Property failing to be treated as "foreclosure property"
(within the meaning of Section 860G(a)(8) of the Code), before the end of such
extension, unless the Servicer obtains an Opinion of Counsel, addressed to the
Servicer and the Trustee, to the effect that the holding by the Trust Fund of
such REO Property subsequent to such period will not: (i) result in the
imposition of any tax on "prohibited transactions" as defined in Section 860F
of the Code; or (ii) cause any REMIC constituting part of the Trust Fund to
fail to qualify as a REMIC at any time that any Certificates are outstanding,
in which case the Trust Fund may continue to hold such REO Property (subject
to any conditions contained in such Opinion of Counsel). The Servicer shall be
entitled to be reimbursed from the Collection Account for any costs incurred
in obtaining such Opinion of Counsel, as provided in Section 3.05.

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

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


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to sell the same (and may temporarily rent the same) on such terms and
conditions as the Servicer deems to be in the best interest of the
Certificateholders and the Trust Fund.

      With respect to each REO Property, the Servicer shall account separately
for each REO Property with respect to all funds collected and received in
connection with the operation of such REO Property.

      The Servicer shall deposit or cause to be deposited, on a daily basis,
within two Business Days of receipt, in the Collection Account, all revenues
received with respect to each REO Property and shall withdraw therefrom funds
necessary for the proper operation, management and maintenance of the related
REO Property, including the cost of maintaining any hazard insurance pursuant
to Section 3.10 hereof and the fees of any managing agent acting on behalf of
the Servicer.

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

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

      Each REO Disposition shall be carried out by the Servicer at such price
and upon such terms and conditions as the Servicer deems to be in the best
interest of the Certificateholders. If as of the date title to any REO
Property was acquired by the Servicer there were outstanding unreimbursed
Servicing Advances with respect to the REO Property or the related Mortgage
Loan, the Servicer, upon an REO Disposition of such REO Property, shall be
entitled to reimbursement for any related unreimbursed Servicing Advances from
proceeds received in connection with such REO Disposition. The proceeds from
the REO Disposition, net of any payment to the Servicer as provided above,
shall be deposited in the Collection Account for distribution on the
succeeding Servicer Remittance Date in accordance with Section 4.01.

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

            (c) The Servicer may write-off any Second Lien Mortgage Loan that
has been Delinquent for a period of 180 days or more if the Servicer
determines that any amount that could be recovered on such Mortgage Loan would
be less than the cost required to achieve such recovery.

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

      When a Mortgaged Property has been or is about to be conveyed by the
Mortgagor, the Servicer shall, to the extent it has knowledge of such
conveyance or prospective conveyance, exercise its rights to accelerate the
maturity of the related Mortgage Loan under any "due-on-sale" clause contained
in the related Mortgage or Mortgage Note; provided, however, that the Servicer
shall not exercise any such right if the "due-on-sale" clause, in the
reasonable belief of the Servicer, is not enforceable under applicable law. An
Opinion of Counsel at the expense of the Servicer (which expense shall
constitute a Servicing Advance) delivered to the Trustee and the Depositor to
the foregoing effect shall conclusively establish the reasonableness of such
belief. In such event, the Servicer shall make reasonable efforts to enter
into an assumption and modification agreement with the Person to whom such
property has been or is about to be conveyed, pursuant to which such Person
becomes liable under the Mortgage Note and, unless



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prohibited by applicable law or the Mortgage, the Mortgagor remains liable
thereon. If the foregoing is not permitted under applicable law, the Servicer
is authorized to enter into a substitution of liability agreement with such
Person, pursuant to which the original Mortgagor is released from liability
and such Person is substituted as Mortgagor and becomes liable under the Note.
In addition to the foregoing, the Servicer shall not be required to enforce
any "due-on-sale" clause if, in the reasonable judgment of the Servicer,
entering into an assumption and modification agreement with a person to whom
such Mortgaged Property shall be conveyed and releasing the original Mortgagor
from liability would be in the best interests of the Certificateholders. The
Mortgage Loan, as assumed, shall conform in all respects to the requirements,
representations and warranties of this Agreement. The Servicer shall notify
the Trustee that any such assumption or substitution agreement has been
completed by forwarding to the Trustee (or the Custodian, as the case may be)
the original copy of such assumption or substitution agreement (indicating the
Mortgage File to which it relates) which copy shall be added by the Trustee
(or the Custodian, as the case may be) to the related Mortgage File and which
shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part
thereof. The Servicer shall be responsible for recording any such assumption
or substitution agreements. In connection with any such assumption or
substitution agreement, the Monthly Payment on the related Mortgage Loan shall
not be changed but shall remain as in effect immediately prior to the
assumption or substitution, the stated maturity or outstanding principal
amount of such Mortgage Loan shall not be changed nor shall any required
monthly payments of principal or interest be deferred or forgiven. Any fee
collected by the Servicer for consenting to any such conveyance or entering
into an assumption or substitution agreement shall be retained by or paid to
the Servicer as additional servicing compensation.

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

      Section 3.15 Notification of Adjustments.

      On each Adjustment Date, the Servicer shall make Mortgage Interest Rate
adjustments for each Group I Mortgage Loan in compliance with the requirements
of the related Mortgage and Mortgage Note and Applicable Regulations. The
Servicer shall execute and deliver the notices required by each Mortgage and
Mortgage Note and Applicable Regulations regarding Mortgage Interest Rate
adjustments. The Servicer also shall provide timely notification to the
Trustee of all applicable data and information regarding such Mortgage
Interest Rate adjustments and the Servicer's methods of implementing such
Mortgage Interest Rate adjustments. Upon the discovery by the Servicer or the
Trustee that the Servicer has failed to adjust or has incorrectly adjusted a
Mortgage Interest Rate or a Monthly Payment pursuant to the terms of the
related Mortgage Note and Mortgage, the Servicer shall deliver to the Trustee
for deposit in the Distribution Account from its own funds the amount of any
interest loss caused thereby without reimbursement therefor; provided,
however, the Servicer shall be held harmless with respect to any Mortgage
Interest Rate adjustments made by any servicer prior to the Servicer.

      Section 3.16 Optional Purchases of Mortgage Loans by Servicer.

      The Servicer (or an affiliate of the Servicer) may, at its option,
repurchase a Mortgage Loan or REO Property which becomes 120 or more days
Delinquent or for which the Servicer has accepted a deed in lieu of
foreclosure, during the period commencing on the first day of the calendar
quarter succeeding the calendar quarter in which the Initial Delinquency Date
occurred with respect to such Mortgage Loan and ending on the last Business
Day of such calendar quarter. If the Servicer (or an affiliate of the
Servicer) does not exercise its purchase right with respect to a Mortgage Loan
during the period specified in the preceding sentence, such Mortgage Loan
shall thereafter again become eligible for purchase



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pursuant to the preceding sentence only after the Mortgage Loan ceases to be
120 days or more Delinquent and thereafter becomes 120 days Delinquent again.
The "Initial Delinquency Date" of a Mortgage Loan shall mean the date on which
the Mortgage Loan first became 120 days Delinquent. Prior to repurchase
pursuant to this Section 3.16, the Servicer shall be required to continue to
make monthly advances pursuant to Section 4.07. The Servicer shall not use any
procedure in selecting Mortgage Loans to be repurchased which is materially
adverse to the interests of the Certificateholders. The Servicer shall
purchase such (i) delinquent Mortgage Loan at a price equal to the Principal
Balance of the Mortgage Loan plus accrued interest thereon at the Mortgage
Interest Rate from the date to which interest has last been paid to the Trust
Fund to the date of purchase plus any unreimbursed Servicing Advances and
Advances or (ii) REO Property at its fair market value as determined in good
faith by the Servicer. Any such repurchase of a Mortgage Loan or REO Property
pursuant to this Section 3.16(a) shall be accomplished by delivery to the
Trustee for deposit in the Distribution Account of the amount of the purchase
price. The Trustee shall immediately effectuate the conveyance of such
delinquent Mortgage Loan or REO Property to the Servicer to the extent
necessary, including the prompt delivery of all necessary documentation
provided by it to the Servicer.

      Section 3.17 Trustee to Cooperate; Release of Files.

            (a) Upon the payment in full of any Mortgage Loan (including any
liquidation of such Mortgage Loan through foreclosure or otherwise, or the
receipt by the Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes), the Servicer shall deliver
to the Trustee (or the Custodian as the case may be) two executed copies of a
completed "Request for Release" in the form of Exhibit E. Upon receipt of such
Request for Release of Documents, the Trustee (or the Custodian as the case
may be) shall promptly release the related Mortgage File, in trust to (i) the
Servicer, or (ii) such other party identified in the related Request for
Release. Upon any such payment in full, or the receipt of such notification
that such funds have been placed in escrow, the Servicer shall direct the
Trustee in writing to execute an instrument of satisfaction (or assignment of
Mortgage without recourse, representation or warranty) regarding the Mortgaged
Property relating to such Mortgage, which instrument of satisfaction or
assignment, as the case may be, shall be delivered to the Person or Persons
entitled thereto against receipt therefor of payment in full, it being
understood and agreed that no expense incurred in connection with such
instrument of satisfaction or assignment, as the case may be, shall be
chargeable to the Collection Account. In lieu of executing any such
satisfaction or assignment, as the case may be, the Servicer may prepare and
submit to the Trustee a satisfaction (or assignment without recourse,
representation or warranty if requested by the Person or Persons entitled
thereto) in form for execution by the Trustee with all requisite information
completed by the Servicer; in such event, the Trustee shall execute and
acknowledge such satisfaction or assignment, as the case may be, and deliver
the same with the related Mortgage File, as aforesaid.

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


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liquidated, in which case, upon receipt of a Request for Release evidencing
such liquidation, the receipt shall be released by the Trustee (or the
Custodian, as the case may be) to the Servicer.

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

      Section 3.18 Servicing Compensation.

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

      Section 3.19 Annual Statement as to Compliance.

            (a) The Servicer, at its own expense, will deliver to the Trustee
and the Depositor, not later than March 15 of each year, commencing in 2006, a
Servicing Officer's certificate stating, as to each signer thereof, that (i) a
review of the activities of the Servicer during such preceding fiscal year (or
such shorter period in the case of the first such report) and of performance
under this Agreement has been made under such officers' supervision, and (ii)
to the best of such officers' knowledge, based on such review, the Servicer
has fulfilled all its obligations under this Agreement for such year, or, if
there has been a default in the fulfillment of all such obligations,
specifying each such default known to such officers and the nature and status
thereof including the steps being taken by the Servicer to remedy such
default.

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



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      Section 3.20 Annual Independent Certified Public Accountants' Reports.

            (a) Not later than March 15 of each year, commencing in 2006, the
Servicer, at its expense, shall cause a nationally recognized firm of
independent certified public accountants to furnish to the Trustee and the
Depositor a report stating that (i) it has obtained a letter of representation
regarding certain matters from the management of the Servicer which includes
an assertion that the Servicer has complied with certain minimum residential
mortgage loan servicing standards, identified in either the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America or the Audit Program for Mortgages serviced by Freddie
Mac, with respect to the servicing of residential mortgage loans during the
most recently completed fiscal year and (ii) on the basis of an examination
conducted by such firm in accordance with standards established by the
American Institute of Certified Public Accountants, such representation is
fairly stated in all material respects, subject to such exceptions and other
qualifications that may be appropriate. Immediately upon receipt of such
report, the Servicer shall furnish a copy of such report to the Trustee, the
Depositor and each Rating Agency. Copies of such statement shall be provided
by the Trustee to any Certificateholder upon request at the Servicer's
expense, provided that such statement is delivered by the Servicer to the
Trustee.

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

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

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

      Section 3.22 Reserved.

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

      Not later than the close of business on each Servicer Remittance Date,
the Servicer shall deliver to the Trustee for deposit in the Distribution
Account an amount ("Compensating Interest") equal to the lesser of (A) the
aggregate of the Prepayment Interest Shortfalls on the Mortgage Loans for the
related Distribution Date resulting from Principal Prepayments on the Mortgage
Loans during the related Prepayment Period and (B) 50% of its aggregate
Servicing Fee received in the related Collection Period. The Servicer shall
apply Compensating Interest to offset any Prepayment Interest Shortfalls on
the Mortgage Loans. The Servicer shall not have the right to reimbursement for
any amounts remitted to the Trustee in respect of Compensating Interest. Such
amounts so remitted shall be included in the Available Funds and distributed
therewith on the next Distribution Date. The Servicer shall not be obligated
to pay Compensating Interest with respect to Prepayment Interest Shortfalls on
Relief Act Interest Shortfalls.



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      Section 3.24 Obligations of the Servicer in Respect of Mortgage Interest
Rates and Monthly Payments.

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

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

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

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

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

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

            (c) Except as otherwise expressly provided in this Agreement, if
any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment, the Trustee may and, subject to Section 8.01 and Section
8.02(a)(v), upon the request of the Holders of Certificates representing more
than 50% of the


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Voting Rights allocated to any Class of Certificates, shall take such action
as may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate proceedings.

      The Trustee shall not in any way be held liable by reason of any
insufficiency in any Account held by the Trustee resulting from any investment
loss on any Permitted Investment included therein (except to the extent that
the Trustee is the obligor and has defaulted thereon).

      Section 3.26 Liability of Servicer; Indemnification.

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

            (b) None of the Depositor, the Seller, the Servicer, or any of the
directors, officers, employees or agents of the Depositor, the Seller or the
Servicer shall be under any liability to the Trust Fund or the
Certificateholders for any action taken, or for refraining from the taking of
any action, in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the
Depositor, the Seller or the Servicer or any such Person against any breach of
warranties or representations made herein, or against any specific liability
imposed on the Servicer for a breach of the Servicing Standard, or against any
liability which would otherwise be imposed by reason of its respective willful
misfeasance, bad faith, fraud or negligence in the performance of its duties
or by reasons of negligent disregard of its respective obligations or duties
hereunder.

      The Depositor, the Servicer, the Seller and any director, officer,
employee or agent of the Depositor, the Seller or the Servicer, may rely in
good faith on any document of any kind which, prima facie, is properly
executed and submitted by any appropriate Person with respect to any matters
arising hereunder. The Depositor, the Servicer, the Seller, and any director,
officer, employee or agent of the Depositor, the Seller or the Servicer shall
be indemnified and held harmless by the Trust Fund against any loss, liability
or expense incurred in connection with any legal action relating to this
Agreement or the Certificates, other than any loss, liability or expense
incurred in connection with any legal action incurred by reason of its
respective misfeasance, bad faith, fraud or negligence, a breach of a
representation or warranty hereunder or (in the case of the Servicer) a breach
of the Servicing Standard in the performance of its respective duties or by
reason of negligent disregard of its respective obligations or duties
hereunder. Neither the Depositor, the Seller nor the Servicer shall be under
any obligation to appear in, prosecute or defend any legal action unless such
action is related to its respective duties under this Agreement and in its
opinion does not expose it to any expense or liability; provided, however,
that the Depositor, the Seller or the Servicer may in its discretion undertake
any action related to its obligations


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hereunder which it may deem necessary or desirable with respect to this
Agreement and the rights and duties of the parties hereto and the interests of
the Certificateholders hereunder.

      Section 3.27 Reports of Foreclosure and Abandonment of Mortgaged
Properties.

      On or before the last day of February of each year beginning in 2006,
the Servicer shall file the reports of foreclosure and abandonment of any
Mortgaged Property required by Section 6050J of the Code with the Internal
Revenue Service and provide an Officer's Certificate certifying its compliance
with this Section 3.27 to the Trustee. The reports from the Servicer shall be
in form and substance sufficient to meet the reporting requirements imposed by
such Section 6050J.

      Section 3.28 Protection of Assets.

            (a) Except for transactions and activities entered into in
connection with the securitization that is the subject of this Agreement, the
Trust is not authorized and has no power to:

                  (1)   borrow money or issue debt;

                  (2)   merge with another entity, reorganize, liquidate or
                        sell assets; or

                  (3)   engage in any business or activities.

            (b) Each party to this Agreement agrees that it will not file an
involuntary bankruptcy petition against the Trustee or the Trust Fund or
initiate any other form of insolvency proceeding until after the Certificates
have been paid.

      Section 3.29 Periodic Filings.

            (a) (a) The Trustee and the Servicer shall reasonably cooperate
with the Depositor in connection with satisfying the reporting requirements
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Trustee shall prepare and file (via the Securities and Exchange
Commission's Electronic Data Gathering and Retrieval System) on behalf of the
Trust Fund any Forms 8-K and 10-K (and the Servicer shall sign any Form 10-K)
customary for similar securities as required by the Exchange Act and the Rules
and Regulations of the Securities and Exchange Commission thereunder. The
Depositor agrees to cooperate with the Trustee and Trustee's counsel to assist
the Trustee in determining the form and content of any filings that may be
required pursuant to this Section 3.29, and, without limiting the Trustee's
responsibility hereunder, otherwise to assist the Trustee in fulfilling its
duties under this Section 3.29.

            (b) Each Form 8-K shall be filed by the Trustee within 15 days
after each Distribution Date, with a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
March 30th of each year (or such earlier date as may be required by the
Exchange Act and the Rules and Regulations of the Securities and Exchange
Commission), the Trustee shall file a Form 10-K, in substance as required by
applicable law or applicable Security and Exchange Commission staff's
interpretations. Such Form 10-K shall include as exhibits the Servicer's
annual statement of compliance described under Section 3.19 and the
accountant's report described under Section 3.20, in each case to the extent
they have been timely delivered to the Trustee. The Trustee shall have no
liability with respect to (i) any failure to properly prepare or file such
periodic reports resulting from or relating to the Trustee's inability or
failure to obtain any information not resulting from its own negligence,
willful misconduct or bad faith or (ii) any inaccuracy in such periodic
reports resulting from incorrect information provided to the Trustee by the
Servicer in a Remittance Report or otherwise. The Form 10-K


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shall also include a certification in the form attached hereto as Exhibit V
(the "Certification"), which shall be signed by the senior officer of the
Servicer in charge of servicing.

            (c) In addition, the Trustee shall sign a certification (in the
form attached hereto as Exhibit O) for the benefit of the Servicer and its
officers, directors and Affiliates regarding certain aspects of the
Certification (the "Trustee Certification") (provided, however, that the
Trustee shall not undertake an analysis of the accountant's report attached as
an exhibit to the Form 10-K). Such certification shall be delivered to the
Servicer no later than the 20th day prior to the latest date on which the Form
10-K is permitted to be filed, without regard to extension (or if such day is
not a Business Day, the immediately preceding Business Day) and the Servicer
shall deliver the Certification to be filed to the Trustee no later than the
10th day prior to the latest date on which the Form 10-K is permitted to be
filed, without regard to extension (or if such day is not a Business Day, the
immediately preceding Business Day).

      In addition, (i) the Trustee shall, subject to the provisions of
Sections 8.01 and 8.02 hereof, indemnify and hold harmless the Depositor, the
Servicer and each of its officers, directors and Affiliates from and against
any losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses arising
out of or based upon (A) a breach of the Trustee's obligations under this
Section 3.29(b), (B) the Trustee's negligence, bad faith or willful misconduct
in connection therewith or (C) any inaccuracy in the Trustee Certification and
(ii) the Servicer shall indemnify and hold harmless the Depositor, the Trustee
and their respective officers, directors and Affiliates from and against any
actual losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon (A) the failure of the Servicer to timely deliver
the Certification or (B) any material misstatement in the Certification. If
the indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, then (i) the Trustee agrees that it shall contribute
to the amount paid or payable by the Depositor as a result of the losses,
claims, damages or liabilities of the Depositor in such proportion as is
appropriate to reflect the relative fault of the Depositor on the one hand and
the Trustee on the other in connection with a breach of the Trustee's
obligations under this Section 3.29(d) or the Trustee's negligence, bad faith
or willful misconduct in connection therewith and (ii) the Servicer agrees
that it shall contribute to the amount paid or payable by the Depositor as a
result of the losses, claims, damages or liabilities of the Depositor in such
proportion as is appropriate to reflect the relative fault of the Depositor on
the one hand and the Servicer on the other in connection with a breach of the
Servicer's obligations under this Section 3.29(c) or the Servicer's
negligence, bad faith or willful misconduct in connection therewith

            (d) Upon any filing with the Securities and Exchange Commission,
the Trustee shall promptly deliver to the Depositor and the Servicer a copy of
any executed report, statement or information.

            (e) Prior to January 30th of the first year in which the Trustee
is able to do so under applicable law, the Trustee shall file a Form 15
Suspension Notification with respect to the Trust Fund.

            (f) To the extent that, following the Closing Date, the Depositor
certifies that reports and certifications differing from those required under
this Section 3.29 comply with the reporting requirements under the Exchange
Act, the Trustee and the Servicer hereby agree that they will reasonably
cooperate to amend the provisions of this Section 3.29 in order to comply with
such amended reporting requirements and such amendment of this Section 3.29.
Any such amendment may result in the reduction of the reports filed by the
Depositor under the Exchange Act. Notwithstanding the foregoing, the parties
hereto shall not be obligated to enter into any amendment pursuant to this
Section 3.29 that adversely affects its obligations and immunities under this
Agreement.



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      Section 3.30 Advance Facility.

            (a) The Servicer is hereby authorized to enter into a financing or
other facility (any such arrangement, an "Advance Facility"), the
documentation for which complies with Section 3.30(e) below, under which (1)
the Servicer assigns or pledges its rights under this Agreement to be
reimbursed for any or all Advances and/or Servicing Advances to (i) a Person,
which may be a special-purpose bankruptcy-remote entity (an "SPV"), (ii) a
Person, which may simultaneously assign or pledge such rights to an SPV or
(iii) a lender (a "Lender"), which, in the case of any Person or SPV of the
type described in either of the preceding clauses (i) or (ii), may directly or
through other assignees and/or pledgees, assign or pledge such rights to a
Person, which may include a trustee acting on behalf of holders of debt
instruments (any such Person or any such Lender, an "Advance Financing
Person"), and/or (2) an Advance Financing Person agrees to fund all the
Advances and/or Servicing Advances required to be made by the Servicer
pursuant to this Agreement. No consent of the Trustee, Certificateholders or
any other party shall be required before the Servicer may enter into an
Advance Facility nor shall the Trustee or the Certificateholders be a third
party beneficiary of any obligation of an Advance Financing Person to the
Servicer. Notwithstanding the existence of any Advance Facility under which an
Advance Financing Person agrees to fund Advances and/or Servicing Advances,
(A) the Servicer (i) shall remain obligated pursuant to this Agreement to make
Advances and/or Servicing Advances pursuant to and as required by this
Agreement and (ii) shall not be relieved of such obligations by virtue of such
Advance Facility and (B) neither the Advance Financing Person nor any
Servicer's Assignee (as hereinafter defined) shall have any right to proceed
against or otherwise contact any Mortgagor for the purpose of collecting any
payment that may be due with respect to any related Mortgage Loan or enforcing
any covenant of such Mortgagor under the related Mortgage Loan documents.

            (b) If the Servicer enters into an Advance Facility, the Servicer
and the related Advance Financing Person shall deliver to the Trustee at the
address set forth in Section 11.05 hereof a written notice (an "Advance
Facility Notice"), stating (a) the identity of the Advance Financing Person
and (b) the identity of the Person (the "Servicer's Assignee") that will,
subject to Section 3.30(c) hereof, have the right to make withdrawals from the
Collection Account pursuant to Section 3.05 hereof to reimburse previously
unreimbursed Advances and/or Servicing Advances ("Advance Reimbursement
Amounts"). Advance Reimbursement Amounts (i) shall consist solely of amounts
in respect of Advances and/or Servicing Advances for which the Servicer would
be permitted to reimburse itself in accordance with Section 3.05 hereof,
assuming the Servicer had made the related Advance(s) and/or Servicing
Advance(s) and (ii) shall not consist of amounts payable to a successor
Servicer in accordance with Section 3.05 hereof to the extent permitted under
Section 3.30(e) below.

            (c) Notwithstanding the existence of an Advance Facility, the
Servicer, on behalf of the Advance Financing Person, shall be entitled to
receive reimbursements of Advances and/or Servicing Advances in accordance
with Section 3.05 hereof, which entitlement may be terminated by the Advance
Financing Person pursuant to a written notice to the Trustee in the manner set
forth in Section 11.05 hereof. Upon receipt of such written notice, the
Servicer shall no longer be entitled to receive reimbursement for any Advance
Reimbursement Amounts and the Servicer's Assignee shall immediately have the
right to receive from the Collection Account all Advance Reimbursement
Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i)
the Servicer and/or the Servicer's Assignee shall only be entitled to
reimbursement of Advance Reimbursement Amounts hereunder pursuant to Section
3.05 of this Agreement and shall not otherwise be entitled to make withdrawals
of, or receive, Advance Reimbursement Amounts that shall be deposited in the
Distribution Account pursuant to Section 3.04(b) hereof, and (ii) none of the
Trustee or the Certificateholders shall have any right to, or otherwise be
entitled to, receive any Advance Reimbursement Amounts to which the Servicer
or Servicer's Assignee, as applicable, shall be entitled pursuant to Section
3.05 hereof. Without limiting the foregoing, none of the Trustee or the
Certificateholders shall have any right to set off against Advance


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Reimbursement Amounts hereunder. An Advance Facility may be terminated by the
joint written direction of the Servicer and the related Advance Financing
Person. Written notice of such termination shall be delivered to the Trustee
in the manner set forth in Section 11.05 hereof. The Trustee shall have no
duty or liability with respect to the calculation of any Advance Reimbursement
Amount and shall be entitled to rely without independent investigation on the
Advance Facility Notice and on such Servicer's report of the amount of Advance
Reimbursement Amounts and Servicing Advance Reimbursement Amounts that were
included in the remittance from such Servicer to the Trustee pursuant to
Section 4.07. Such Servicer shall maintain and provide to any successor
Servicer a detailed accounting on a loan-by-loan basis as to amounts advanced
by, pledged or assigned to, and reimbursed to any Advance Financing Person.
The successor Servicer shall be entitled to rely on any such information
provided by the predecessor Servicer, and the successor Servicer shall not be
liable for any errors in such information.

            (d) [Reserved.]

            (e) As between a predecessor Servicer and its Advance Financing
Person, on the one hand, and a successor Servicer and its Advance Financing
Person, if any, on the other hand, Advance Reimbursement Amounts on a
loan-by-loan basis with respect to each Mortgage Loan as to which a Advance
and/or Servicing Advance shall have been made and be outstanding shall be
allocated on a "first-in, first out" basis. In the event the Servicer's
Assignee shall have received some or all of an Advance Reimbursement Amount
related to Advances and/or Servicing Advances that were made by a Person other
than such predecessor Servicer or its related Advance Financing Person in
error, then such Servicer's Assignee shall be required to remit any portion of
such Advance Reimbursement Amount to each Person entitled to such portion of
such Advance Reimbursement Amount. Without limiting the generality of the
foregoing, the Servicer shall remain entitled to be reimbursed by the Advance
Financing Person for all Advances and/or Servicing Advances funded by the
Servicer to the extent the related Advance Reimbursement Amounts have not been
assigned or pledged to such Advance Financing Person or Servicer's Assignee.

            (f) For purposes of any certification of a Servicing Officer of
the Servicer made pursuant to Section 4.07(d), any Nonrecoverable Advance
referred to therein may have been made by such Servicer or any predecessor
Servicer. In making its determination that any Advance or Servicing Advance
theretofore made has become a Nonrecoverable Advance, the Servicer shall apply
the same criteria in making such determination regardless of whether such
Advance or Servicing Advance shall have been made by the Servicer or any
predecessor Servicer.

            (g) The Trustee shall not, as a result of the existence of any
Advance Facility, have any additional responsibility to track or monitor
Advance Reimbursement Amounts or any Advance Facility, and, except as
expressly provided in Section 3.30(c) above, is not and shall not be obligated
to make any payment with respect to any Advance Reimbursement Amount. The
Servicer hereby indemnifies the Trustee, the Trust Fund and any successor
Servicer, as applicable, from and against any claims, losses, liabilities or
damages resulting from any claim by the related Advancing Person, except to
the extent that such claim, loss, liability or damage resulted from or arose
out of negligence, recklessness or willful misconduct on the part of the
Trustee or the successor Servicer, or failure by the successor Servicer or the
Trustee to remit funds as required by this Agreement or the commission of an
act or omission to act by the successor Servicer or the Trustee, and the
passage of any applicable cure or grace period, such that a Servicer Event of
Termination under this Agreement occurs or such entity is subject to
termination for cause under this Agreement.



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<PAGE>

                                  ARTICLE IV

                                 FLOW OF FUNDS

      Section 4.01 Interest Distributions.

      On each Distribution Date, the Trustee shall withdraw from the
Distribution Account the Interest Remittance Amount and apply it in the
following order of priority (based upon the Mortgage Loan information provided
to it in the Remittance Report, upon which the Trustee may conclusively rely),
the calculations required to be made by the Trustee, to the extent available:

                  (i) to the Trustee, the Trustee Fee for such Distribution
Date;

                  (ii) to the Class AF-1, Class AF-2, Class AF-3 and Class
AF-4 Certificates, pro rata, the applicable Accrued Certificate Interest for
such Distribution Date;

                  (iii) to the Class AF-1, Class AF-2, Class AF-3 and Class
AF-4 Certificates, pro rata, all applicable Interest Carry Forward Amounts for
such Distribution Date;

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

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

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

                  (vii) to the Class M-4 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;

                  (viii) to the Class M-5 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;

                  (ix) to the Class M-6 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;

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

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

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

                  (xiii) to the Class B-4 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;

                  (xiv) to the Class B-5 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date; and



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<PAGE>

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

      Section 4.02 Distributions of Principal and Monthly Excess Cashflow
Amounts.

            (a) On each Distribution Date, the Trustee shall make the
following distributions in the following order of priority (based upon the
Mortgage Loan information provided to it in the Remittance Report), and the
calculations required to be made by the Trustee, to the extent of the
Principal Distribution Amount:

                  (i) before the Stepdown Date or with respect to which a
Trigger Event is in effect, sequentially, as follows:

                        (A) the Class A Principal Distribution Amount,
concurrently, pro rata, as follows:

                              (1) to the Class AF-4 Certificates, the Class
AF-4 Lockout Distribution Amount; and

                              (2) sequentially, first, to the Class AF-1
Certificates until the Certificate Principal Balance thereof has been reduced
to zero, second, to the Class AF-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero, third, to the Class AF-3
Certificates until the Certificate Principal Balance thereof has been reduced
to zero and fourth, to the Class AF-4 Certificates until the Certificate
Principal Balance thereof has been reduced to zero, in that order, provided,
however, that in the event the Certificate Principal Balance of each class of
the Subordinated Certificates has been reduced to zero, amounts allocated to
the Class A Certificates pursuant to this clause first will be distributed to
each class of the Class A Certificate on a pro rata basis based on the
respective Certificate Principal Balance of each such class;

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

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

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

                        (E) to the Holders of the Class M-4 Certificates, 100%
of the remaining Principal Distribution Amount, until the Certificate
Principal Balance of the Class M-4 Certificates has been reduced to zero;

                        (F) to the Holders of the Class M-5 Certificates, 100%
of the remaining Principal Distribution Amount, until the Certificate
Principal Balance of the Class M-5 Certificates has been reduced to zero;



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<PAGE>

                        (G) to the Holders of the Class M-6 Certificates, 100%
of the remaining Principal Distribution Amount, until the Certificate
Principal Balance of the Class M-6 Certificates has been reduced to zero;

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

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

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

                        (K) to the Holders of the Class B-4 Certificates, 100%
of the remaining Principal Distribution Amount, until the Certificate
Principal Balance of the Class B-4 Certificates has been reduced to zero;

                        (L) to the Holders of the Class B-5 Certificates, 100%
of the remaining Principal Distribution Amount, until the Certificate
Principal Balance of the Class B-5 Certificates has been reduced to zero; and

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

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

                        (A) the Class A Principal Distribution Amount,
concurrently, pro rata, as follows:

                              (1) to the Class AF-4 Certificates, the Class
AF-4 Lockout Distribution Amount; and

                              (2) sequentially, first, to the Class AF-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, second, to the Class AF-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero, third, to the Class AF-3
Certificates until the Certificate Principal Balance thereof has been reduced
to zero and fourth, to the Class AF-4 Certificates until the Certificate
Principal Balance thereof has been reduced to zero, in that order;

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

                        (C) the lesser of (x) the excess of (i) the Principal
Distribution Amount over (ii) the sum of the amount distributed to the Class A
Certificates in clause (A) above and the


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<PAGE>

amount distributed to the Class M-1 Certificates in clause (B) above and (y)
the Class M-2 Principal Distribution Amount will be distributed to the Class
M-2 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero;

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

                        (E) the lesser of (x) the excess of (i) the Principal
Distribution Amount over (ii) the sum of the amount distributed to the Class A
Certificates pursuant to clause (A) above, the amount distributed to the Class
M-1 Certificates pursuant to clause (B) above, the amount distributed to the
Class M-2 Certificates pursuant to clause (C) above and the amount distributed
to the Class M-3 Certificates pursuant to clause (D) above and (y) the Class
M-4 Principal Distribution Amount will be distributed to the Class M-4
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;

                        (F) the lesser of (x) the excess of (i) the Principal
Distribution Amount over (ii) the sum of the amount distributed to the Class A
Certificates pursuant to clause (A) above, the amount distributed to the Class
M-1 Certificates pursuant to clause (B) above, the amount distributed to the
Class M-2 Certificates pursuant to clause (C) above, the amount distributed to
the Class M-3 Certificates pursuant to clause (D) above and the amount
distributed to the Class M-4 Certificates pursuant to clause (E) above and (y)
the Class M-5 Principal Distribution Amount will be distributed to the Class
M-5 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero;

                        (G) the lesser of (x) the excess of (i) the Principal
Distribution Amount over (ii) the sum of the amount distributed to the Class A
Certificates pursuant to clause (A) above, the amount distributed to the Class
M-1 Certificates pursuant to clause (B) above, the amount distributed to the
Class M-2 Certificates pursuant to clause (C) above, the amount distributed to
the Class M-3 Certificates pursuant to clause (D) above, the amount
distributed to the Class M-4 Certificates pursuant to clause (E) above and the
amount distributed to the Class M-5 Certificates pursuant to clause (F) above
and (y) the Class M-6 Principal Distribution Amount will be distributed to the
Class M-6 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero;

                        (H) the lesser of (x) the excess of (i) the Principal
Distribution Amount over (ii) the sum of the amount distributed to the Class A
Certificates pursuant to clause (A) above, the amount distributed to the Class
M-1 Certificates pursuant to clause (B) above, the amount distributed to the
Class M-2 Certificates pursuant to clause (C) above, the amount distributed to
the Class M-3 Certificates pursuant to clause (D) above, the amount
distributed to the Class M-4 Certificates pursuant to clause (E) above, the
amount distributed to the Class M-5 Certificates pursuant to clause (F) above
and the amount distributed to the Class M-6 Certificates pursuant to clause
(G) above and (y) the Class B-1 Principal Distribution Amount will be
distributed to the Class B-1 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;

                        (I) the lesser of (x) the excess of (i) the Principal
Distribution Amount over (ii) the sum of the amount distributed to the Class A
Certificates pursuant to clause (A) above, the amount distributed to the Class
M-1 Certificates pursuant to clause (B) above, the amount distributed to the
Class M-2 Certificates pursuant to clause (C) above, the amount distributed to
the Class M-3 Certificates pursuant to clause (D) above, the amount
distributed to the Class M-4 Certificates


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<PAGE>

pursuant to clause (E) above, the amount distributed to the Class M-5
Certificates pursuant to clause (F) above, the amount distributed to the Class
M-6 Certificates pursuant to clause (G) above and the amount distributed to
the Class B-1 Certificates pursuant to clause (H) above and (y) the Class B-2
Principal Distribution Amount will be distributed to the Class B-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;

                        (J) the lesser of (x) the excess of (i) the Principal
Distribution Amount over (ii) the sum of the amount distributed to the Class A
Certificates pursuant to clause (A) above, the amount distributed to the Class
M-1 Certificates pursuant to clause (B) above, the amount distributed to the
Class M-2 Certificates pursuant to clause (C) above, the amount distributed to
the Class M-3 Certificates pursuant to clause (D) above, the amount
distributed to the Class M-4 Certificates pursuant to clause (E) above, the
amount distributed to the Class M-5 Certificates pursuant to clause (F) above,
the amount distributed to the Class M-6 Certificates pursuant to clause (G)
above, the amount distributed to the Class B-1 Certificates pursuant to clause
(H) above and the amount distributed to the Class B-2 Certificates pursuant to
clause (I) above and (y) the Class B-3 Principal Distribution Amount will be
distributed to the Class B-3 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;

                        (K) the lesser of (x) the excess of (i) the Principal
Distribution Amount over (ii) the sum of the amount distributed to the Class A
Certificates pursuant to clause (A) above, the amount distributed to the Class
M-1 Certificates pursuant to clause (B) above, the amount distributed to the
Class M-2 Certificates pursuant to clause (C) above, the amount distributed to
the Class M-3 Certificates pursuant to clause (D) above, the amount
distributed to the Class M-4 Certificates pursuant to clause (E) above, the
amount distributed to the Class M-5 Certificates pursuant to clause (F) above,
the amount distributed to the Class M-6 Certificates pursuant to clause (G)
above, the amount distributed to the Class B-1 Certificates pursuant to clause
(H) above, the amount distributed to the Class B-2 Certificates pursuant to
clause (I) above and the amount distributed to the Class B-3 Certificates
pursuant to clause (J) above and (y) the Class B-4 Principal Distribution
Amount will be distributed to the Class B-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; and

                        (L) the lesser of (x) the excess of (i) the Principal
Distribution Amount over (ii) the sum of the amount distributed to the Class A
Certificates pursuant to clause (A) above, the amount distributed to the Class
M-1 Certificates pursuant to clause (B) above, the amount distributed to the
Class M-2 Certificates pursuant to clause (C) above, the amount distributed to
the Class M-3 Certificates pursuant to clause (D) above, the amount
distributed to the Class M-4 Certificates pursuant to clause (E) above, the
amount distributed to the Class M-5 Certificates pursuant to clause (F) above,
the amount distributed to the Class M-6 Certificates pursuant to clause (G)
above, the amount distributed to the Class B-1 Certificates pursuant to clause
(H) above, the amount distributed to the Class B-2 Certificates pursuant to
clause (I) above, the amount distributed to the Class B-3 Certificates
pursuant to clause (J) above and the amount distributed to the Class B-4
Certificates pursuant to clause (K) above and (y) the Class B-5 Principal
Distribution Amount will be distributed to the Class B-5 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; and

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

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



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<PAGE>

                  (i) to pay any remaining unpaid Accrued Certificate Interest
for such Distribution Date, pro rata, among the Class A Certificates;

                  (ii) to pay any remaining Interest Carry Forward Amounts for
the classes of Class A Certificates, if any, pro rata, among the Class A
Certificates;

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

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

                  (v) to pay the remaining Class M-1 Interest Carry Forward
Amount, if any;

                  (vi) to pay the Class M-1 Realized Loss Amortization Amount
for such Distribution Date;

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

                  (viii) to pay the remaining Class M-2 Interest Carry Forward
Amount, if any;

                  (ix) to pay the Class M-2 Realized Loss Amortization Amount
for such Distribution Date;

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

                  (xi) to pay the remaining Class M-3 Interest Carry Forward
Amount, if any;

                  (xii) to pay the Class M-3 Realized Loss Amortization Amount
for such Distribution Date; (xiii) to pay any remaining Accrued Certificate
Interest for such Distribution Date for the Class M-4 Certificates;

                  (xiv) to pay the Interest Carry Forward Amount for the Class
M-4 Certificates, if any;

                  (xv) to pay the Class M-4 Realized Loss Amortization Amount
for such Distribution Date;

                  (xvi) to pay any remaining unpaid Accrued Certificate
Interest for such Distribution Date for the Class M-5 Certificates;

                  (xvii) to pay the Interest Carry Forward Amount for the
Class M-5 Certificates, if any;

                  (xviii) to pay the Class M-5 Realized Loss Amortization
Amount for such Distribution Date;



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<PAGE>

                  (xix) to pay any remaining unpaid Accrued Certificate
Interest for such Distribution Date for the Class M-6 Certificates;

                  (xx) to pay the remaining Class M-6 Interest Carry Forward
Amount, if any;

                  (xxi) to pay the Class M-6 Realized Loss Amortization Amount
for such Distribution Date;

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

                  (xxiii) to pay the remaining Class B-1 Interest Carry
Forward Amount, if any;

                  (xxiv) to pay the Class B-1 Realized Loss Amortization
Amount for such Distribution Date;

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

                  (xxvi) to pay the remaining Class B-2 Interest Carry Forward
Amount, if any;

                  (xxvii) to pay the Class B-2 Realized Loss Amortization
Amount for such Distribution Date;

                  (xxviii) to pay any remaining Accrued Certificate Interest
for such Distribution Date for the Class B-3 Certificates;

                  (xxix) to pay the remaining Class B-3 Interest Carry Forward
Amount, if any;

                  (xxx) to pay the Class B-3 Realized Loss Amortization Amount
for such Distribution Date;

                  (xxxi) to pay any remaining Accrued Certificate Interest for
such Distribution Date for the Class B-4 Certificates;

                  (xxxii) to pay the remaining Class B-4 Interest Carry
Forward Amount, if any;

                  (xxxiii) to pay the Class B-4 Realized Loss Amortization
Amount for such Distribution Date;

                  (xxxiv) to pay any remaining Accrued Certificate Interest
for such Distribution Date for the Class B-5 Certificates;

                  (xxxv) to pay the remaining Class B-5 Interest Carry Forward
Amount, if any;

                  (xxxvi) to pay the Class B-5 Realized Loss Amortization
Amount for such Distribution Date;

                  (xxxvii) to the Class A Certificates, pro rata, the
aggregate amount of any Net WAC Carryover Amount due to such Certificates;



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<PAGE>

                  (xxxviii) sequentially, to the Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class
B-4 and Class B-5 Certificates, in that order, any Net WAC Carryover Amount
due to such Certificates;

                  (xxxix) to pay the Class N Certificates, from the remaining
amount distributable on the Class X/N Interest, (A) the Accrued Certificate
Interest for the Class N Certificates, (B) the unpaid Interest Carry Forward
Amount for the Class N Certificates and (C) any remaining Monthly Excess
Cashflow Amount to reduce the Class N Notional Amount, until the Class N
Notional Amount has been reduced to zero; and

                  (xl) to the Class X Certificates, the Class X Distributable
Amount for such Distribution Date.

      On each Distribution Date, there shall be distributed to the Holders of
the Class R Certificates any remaining amount in the Distribution Account on
such date after the application pursuant to Sections 4.01, 4.02(a),
4.02(b)(i)-(xl) and 4.02(c).

            (c) On each Distribution Date, all prepayment penalties (including
amounts deposited in connection with the full or partial waiver of such
prepayment penalties pursuant to Section 3.01) shall be allocated to the Class
N Certificates (first as payments of Accrued Certificate Interest for the
Class N Certificates, then as payments in respect of the unpaid Interest Carry
Forward Amount for the Class N Certificates and finally as payments in respect
of the Class N Notional Amount) for so long as the Notional Amount of the
Class N Certificates is greater than zero pursuant to Section 4.02(b)(xxxix)
above and this Section 4.02(c)), and to the Class X Certificates after the
Class N Notional Amount has been reduced to zero.

            (d) Any amounts distributed to the Certificates in respect of
Adjusted Net WAC Carryover Amounts (other than Adjusted Net WAC Carryover
Amounts funded from the Cap Contract and the Cap Contract Reserve Fund) shall
first be deemed distributed by REMIC 2 as a distribution in respect of the
REMIC 2-X/N Interest, to REMIC X/N and distributed thereby as a distribution
to the REMIC X/N Class X/N Interest, and then distributed to the Certificates
from the Grantor Trust as payments on notional principal contracts in the
nature of cap contracts. The Trustee shall account for the rights to receive
Adjusted Net WAC Carryover Amounts (i) from sources other than the Cap
Contract and the Cap Contract Reserve Fund as rights in a limited recourse
interest rate cap contract written by the Holder of the Class X/N Interest,
and (ii) from the Cap Contract and the Cap Contract Reserve Fund as rights in
a limited recourse interest rate cap contract written by the Cap Contract
Counterparty. For federal information reporting purposes, such rights shall be
assigned a value of zero.

            (e) Any amounts distributed to the Class B-1 Certificates pursuant
to Section 4.01 or this Section 4.02, other than Adjusted Net WAC Carryover
Amounts, shall be deemed distributed by REMIC 2 to REMIC B-1 in respect of the
REMIC 2-B1 Interest, and distributed thereby as a distribution in respect of
the REMIC B-1 B-1 Interest. Any amounts distributed to the Class B-2
Certificates pursuant to Section 4.01 or this Section 4.02, other than
Adjusted Net WAC Carryover Amounts, shall be deemed distributed by REMIC 2 to
REMIC B-2 in respect of the REMIC 2-B2 Interest, and distributed thereby as a
distribution in respect of the REMIC B-2 B-2 Interest. Any amounts distributed
to the Class B-3 Certificates pursuant to Section 4.01 or this Section 4.02,
other than Adjusted Net WAC Carryover Amounts, shall be deemed distributed by
REMIC 2 to REMIC B-3 in respect of the REMIC 2-B3 Interest, and distributed
thereby as a distribution in respect of the REMIC B-3 B-3 Interest. Any
amounts distributed to the Class B-4 Certificates pursuant to Section 4.01 or
this Section 4.02, other than Adjusted Net WAC Carryover Amounts, shall be
deemed distributed by REMIC 2 to REMIC B-4 in respect of the REMIC 2-B4
Interest, and distributed thereby as a distribution in respect of the REMIC
B-4 B-4 Interest.



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<PAGE>

Any amounts distributed to the Class B-5 Certificates pursuant to Section 4.01
or this Section 4.02, other than Adjusted Net WAC Carryover Amounts, shall be
deemed distributed by REMIC 2 to REMIC B-5 in respect of the REMIC 2-B5
Interest, and distributed thereby as a distribution in respect of the REMIC
B-5 B-5 Interest.

            (f) The Trustee is hereby directed by the Depositor to execute the
Cap Contract on behalf of the Trust Fund in the form presented to it by the
Depositor and shall have no responsibility for the contents of such Cap
Contract, including, without limitation, the representations and warranties
contained therein. Any funds payable by the Trustee under the Cap Contract at
closing shall be paid by the Depositor. Notwithstanding anything to the
contrary contained herein or in the Cap Contract, the Trustee shall not be
required to make any payments to the Cap Contract Counterparty. Any payments
received under the terms of the Cap Contract will be available to pay the
holders of the Class M Certificates to the extent that the Class M
Certificates have not received distributions pursuant to the Monthly Excess
Cashflow Allocation sufficient to fully pay any Net WAC Carryover Amounts due
on each class of the Class M Certificates for any Distribution Date. The
Trustee will make distributions from amounts in the Cap Contract Reserve Fund
on the applicable Distribution Date in the following order of priority:

                  (i) concurrently, to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5 and Class M-6 Certificates from the Cap Contract Reserve
Fund, pro rata in accordance with their Certificate Principal Balances
immediately prior to such Distribution Date, any remaining unpaid Net WAC
Carryover Amounts for such classes for such Distribution Date (after
distributions to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and
Class M-6 Certificates pursuant to clause (xxxviii) of the Monthly Excess
Cashflow Allocation);

                  (ii) concurrently, to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5 and Class M-6 Certificates from the Cap Contract Reserve
Fund, pro rata in accordance with the remaining unpaid Net WAC Carryover
Amount for such classes for such Distribution Date, any remaining unpaid Net
WAC Carryover Amounts for such classes for such Distribution Date (after
distributions to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and
Class M-6 Certificates pursuant to clause (xxxviii) of the Monthly Excess
Cashflow Allocation and clause (i) above; and

                  (iii) to the Cap Contract Counterparty, any remaining
amounts on deposit in the Cap Contract Reserve Fund.

            (g) The Trustee shall establish and maintain, for the benefit of
the Trust Fund and the Class M Certificateholders, the Cap Contract Reserve
Fund. On or prior to the Cap Contract Termination Date, amounts, if any,
received by the Trustee for the benefit of the Trust Fund in respect of the
Cap Contract shall be deposited by the Trustee into the Cap Contract Reserve
Fund and will be used to pay Net WAC Carryover Amounts on the related Class M
Certificates to the extent provided in the foregoing paragraphs. With respect
to any Distribution Date on or prior to the Cap Contract Termination Date, the
amount, if any, payable by the Cap Contract Counterparty under the Cap
Contract will equal the product of (i) the excess of (x) LIBOR (as determined
by the Cap Contract Counterparty and subject to a cap equal to the rate with
respect to such Distribution Date as shown under the heading "Cap Rate" in the
schedule to the Cap Contract), over (y) the rate with respect to such
Distribution Date as shown under the heading "Strike Rate" in the schedule to
the Cap Contract, (ii) an amount equal to the Cap Contract Notional Balance
and (iii) the number of days in such Accrual Period, divided by 360.

            (h) Amounts on deposit in the Cap Contract Reserve Fund will
remain uninvested pending distribution to Certificateholders.



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<PAGE>

            (i) The Cap Contract is scheduled to remain in effect until the
Cap Contract Termination Date and will be subject to early termination only in
limited circumstances. Such circumstances include certain insolvency or
bankruptcy events in relation to the Cap Contract Counterparty to make a
payment due under the Cap Contract, the failure by the Cap Contract
Counterparty (after a cure period of 20 days after notice of such failure is
received) to perform any other agreement made by it under the Cap Contract,
the termination of the Trust Fund and the Cap Contract becoming illegal or
subject to certain kinds of taxation.

      Section 4.03 Allocation of Losses.

      Realized Losses shall be allocated first against any Initial
Overcollateralization Amount remaining and second to the Subsequent
Overcollateralization Amount, until the Overcollateralization Amount has been
reduced to zero. If, after giving effect to the distribution of the Principal
Distribution Amount on any Distribution Date the aggregate Certificate
Principal Balance of the Class A, Class M and Class B Certificates exceeds the
Pool Balance as of the end of the related Collection Period, such excess will
be allocated against the Class B-5, Class B-4, Class B-3, Class B-2, Class
B-1, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1
Certificates, in that order, until the respective Certificate Principal
Balances thereof are reduced to zero.

      Special Hazard Losses will be allocated as described above, provided
that if the cumulative amount of such losses, as of any date of determination,
exceeds the greatest of (i) 1.0% of the Pool Balance as of the Cut-off Date,
(ii) two times the amount of the principal balance of the largest Mortgage
Loan as of the date of determination and (iii) an amount equal to the
aggregate principal balances of the Mortgage Loans in the largest zip-code
concentration in the State of California as of the date of determination, such
losses will be allocated among the Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
Certificates, pro rata, based on their respective Certificate Principal
Balances.

      Section 4.04 Method of Distribution.

      The Trustee shall make distributions in respect of a Distribution Date
to each Certificateholder of record on the related Record Date (other than as
provided in Section 10.01 respecting the final distribution), in the case of
Certificateholders of the Certificates, by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date and is
the registered owner of such Certificates the aggregate initial Certificate
Principal Balance or Notional Amount of which is in excess of $5,000,000, or
by check mailed by first class mail to the address of the Person entitled
thereto, as such name and address shall appear on the Certificate Register,
provided that the Trustee may deduct a reasonable wire transfer fee from any
payment made by wire transfer. Distributions among Certificateholders shall be
made in proportion to the Percentage Interests evidenced by the Certificates
held by such Certificateholders.

      Section 4.05 Distributions on Book-Entry Certificates.

      Each distribution with respect to a Book-Entry Certificate shall be paid
to the Depository, which shall credit the amount of such distribution to the
accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing
such distribution to the Certificate Owners that it represents and to each
indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm shall be
responsible for disbursing funds to the Certificate Owners that it represents.
All such credits and disbursements with respect to a Book-Entry Certificate
are to be made by the Depository and the


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Depository Participants in accordance with the provisions of the Certificates.
None of the Trustee, the Depositor, the Servicer or the Seller shall have any
responsibility therefor except as otherwise provided by applicable law.

      Section 4.06 Statements.

            (a) On each Distribution Date, based, as applicable, on the
Mortgage Loan information contained in the Remittance Report, the Trustee
shall prepare and post on its website at www.usbank.com/abs, a statement as to
the distributions made on such Distribution Date:

                  (i) the amount of the distribution made on such Distribution
Date to the Holders of each Class of Certificates allocable to principal or
reduction of Notional Amount, separately identified;

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

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

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

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

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

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

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

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

                  (x) the book value of any REO Property as of the close of
business on the last Business Day of the calendar month preceding the
Distribution Date, and, cumulatively, the total number and cumulative
principal balance of all REO Properties as of the close of business of the
last day of the preceding Collection Period;

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



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                  (xii) the aggregate amount of prepayment penalties collected
(including amounts deposited in connection with the full or partial waiver of
such prepayment penalties pursuant to Section 3.01) during the related
Collection Period and the amounts thereof allocable to the Class N
Certificates and the Class X Certificates;

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

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

                  (xv) the Accrued Certificate Interest in respect of each of
the Class A, Class M and Class B Certificates for such Distribution Date,
separately identifying the portions thereof attributable to Net WAC Carryover
Amounts, and the respective portions thereof, if any, remaining unpaid
following the distributions made in respect of such Certificates on such
Distribution Date;

                  (xvi) the aggregate amount of any Prepayment Interest
Shortfalls for such Distribution Date, to the extent not covered by payments
by the Servicer pursuant to Section 3.23;

                  (xvii) any amounts to be deposited in the Cap Contract
Reserve Fund pursuant to the Cap Contract as described in Section 4.02(f) and
the amount thereof to be paid to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5 or Class M-6 Certificates;

                  (xviii) [Reserved];

                  (xix) the amount of the Trustee Fee paid;

                  (xx) the Adjusted Net WAC Carryover Amounts distributed on
such Distribution Date;

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

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

                  (xxiii) the Available Funds;

                  (xxiv) the rate at which interest accrues for each Class of
Certificates for such Distribution Date;

                  (xxv) the Liquidation Report for such Distribution Date;

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

                  (xxvii) the aggregate Principal Balance of the Mortgage
Loans repurchased by the Servicer (or an affiliate) during the related
Collection Period in connection with Section 3.16; and



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                  (xxviii) (xviii) the beginning and ending balances of the
Basis Risk Reserve Fund on such Distribution Date, the Basis Risk Reserve Fund
Deposit for such Distribution Date, and the Required Basis Risk Reserve Fund
Amount for such Distribution Date.

      Parties that are unable to use www.usbank.com/abs are entitled to have a
paper copy mailed to them via first class mail by calling the Trustee at (651)
495-3847 and indicating such. The Trustee shall have the right to change the
way such statements are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Trustee shall
provide timely and adequate notification to all above parties regarding any
such changes.

      The Trustee may fully rely upon and shall have no liability with respect
to information with respect to the Mortgage Loans provided by the Servicer.

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

            (b) Within a reasonable period of time after the end of each
calendar year, the Trustee shall furnish to each Person who at any time during
the calendar year was a Certificateholder of a Regular Certificate, if
requested in writing by such Person, such information as is reasonably
necessary to provide to such Person a statement containing the information set
forth in subclauses (i), (ii), (xv) and (xx) above, 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
prepared and furnished by the Trustee to Certificateholders pursuant to any
requirements of the Code as are in force from time to time.

            (c) On each Distribution Date, the Trustee shall make available to
the Residual Certificateholders a copy of the reports made available to the
Regular Certificateholders in respect of such Distribution Date with such
other information as the Trustee deems necessary or appropriate. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be prepared and furnished to
Residual Certificateholders by the Trustee pursuant to any requirements of the
Code as from time to time in force.

      Section 4.07 Remittance Reports; Advances.

            (a) On the second Business Day following each Determination Date
but in no event less than four Business Days prior to the related Distribution
Date, the Servicer shall deliver to the Trustee by telecopy (or by such other
means as the Servicer and the Trustee may agree from time to time) a
Remittance Report with respect to the related Distribution Date. On the same
date, the Servicer shall forward to the Trustee by overnight mail a computer
readable magnetic tape or diskette or in such other medium as may be agreed
between the Servicer and the Trustee containing the information set forth in
such Remittance Report with respect to the related Distribution Date. Not
later than the close of business New York time on the Servicer Remittance
Date, the Servicer shall deliver or cause to be delivered to the Trustee in
addition to the information provided on the Remittance Report, such other
information reasonably available to it with respect to the Mortgage Loans as
the Trustee may reasonably request or order in order for the Trustee to
perform the calculations necessary to make the distributions contemplated by
Section 4.01, 4.02 and 4.03 and to prepare the statements to
Certificateholders contemplated by Section 4.06. The Trustee shall not be
responsible to recompute, recalculate or verify any information provided to it
by the Servicer.



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            (b) The amount of Advances to be made by the Servicer for any
Distribution Date shall equal, subject to Section 4.07(d), the sum of (i) the
aggregate amount of Monthly Payments (net of the related Servicing Fee), due
during the related Collection Period in respect of the Mortgage Loans, which
Monthly Payments were delinquent on a contractual basis as of the close of
business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which such REO Property an REO Disposition did not
occur during the related Prepayment Period, an amount equal to the excess, if
any, of the interest portion of Monthly Payments (net of the related Servicing
Fee) that would have been due on the related Due Date in respect of the
related Mortgage Loans, over the net income from such REO Property deposited
in the Collection Account pursuant to Section 3.13 for distribution on such
Distribution Date. For purposes of the preceding sentence, the Monthly Payment
on each Balloon Mortgage Loan with a delinquent Balloon Payment is equal to
the assumed monthly payment that would have been due on the related Due Date
based on the original principal amortization schedule for such Balloon
Mortgage Loan. The Servicer shall not be required to make any Advances with
respect to the principal portion of the Monthly Payments that would have been
due on the related Due Date with respect to Second Lien Mortgage Loans and
shall not make any Advances with respect to the principal portion of the
Monthly Payments that would have been due on the related Due Date with respect
to REO Properties.

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

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

            (d) Notwithstanding anything herein to the contrary, no Advance or
Servicing Advance shall be required to be made hereunder by the Servicer if
such Advance would, if made, constitute a Nonrecoverable Advance. The
determination by the Servicer that it has made a


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Nonrecoverable Advance or that any proposed Advance, if made, would constitute
a Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of
the Servicer delivered to the Depositor and the Trustee.

      Section 4.08 Basis Risk 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 Class M
Certificates and the Class B Certificates, the Basis Risk Reserve Fund. The
Basis Risk 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) On the Closing Date, $5,000 will be deposited by the Seller
into the Basis Risk Reserve Fund. On each Distribution Date, the Trustee shall
transfer from the Distribution Account to the Basis Risk Reserve Fund the
Basis Risk Reserve Fund Deposit. Following the deposit of the Basis Risk
Reserve Fund Deposit in the Basis Risk Reserve Fund on such Distribution Date,
the Trustee shall withdraw any amounts on deposit in the Basis Risk Reserve
Fund in the following amounts and order of priority:

                  (i) amounts attributable to Monthly Excess Cashflow Amounts
to the Class A Certificates any unpaid Net Rate Carryover Amounts for such
Classes;

                  (ii) to the Class M-1 Certificates, any unpaid Net Rate
Carryover Amounts for such Class;

                  (iii) to the Class M-2 Certificates, any unpaid Net Rate
Carryover Amounts for such Class;

                  (iv) to the Class M-3 Certificates, any unpaid Net Rate
Carryover Amounts for such Class;

                  (v) to the Class M-4 Certificates, any unpaid Net Rate
Carryover Amounts for such Class;

                  (vi) to the Class M-5 Certificates, any unpaid Net Rate
Carryover Amounts for such Class;

                  (vii) to the Class M-6 Certificates, any unpaid Net Rate
Carryover Amounts for such Class;

                  (viii) to the Class B-1 Certificates, any unpaid Net Rate
Carryover Amounts for such Class;

                  (ix) to the Class B-2 Certificates, any unpaid Net Rate
Carryover Amounts for such Class;

                  (x) to the Class B-3 Certificates, any unpaid Net Rate
Carryover Amounts for such Class;

                  (xi) to the Class B-4 Certificates, any unpaid Net Rate
Carryover Amounts for such Class; and



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                  (xii) to the Class B-5 Certificates, any unpaid Net Rate
Carryover Amounts for such Class.

            Any such amounts distributed shall be treated for federal tax
purposes as amounts distributed by the REMIC X/N with respect to the Class X/N
Interest. On any Distribution Date, any amounts on deposit in the Basis Risk
Reserve Fund in excess of the Required Basis Risk Reserve Fund Amount shall be
distributed first to the Class N Certificates and then to the Class X
Certificates in the same manner as if distributed pursuant to Sections
4.02(b)(xxxix) and (xl) hereof.

            (c) Funds in the Basis Risk Reserve Fund may be invested in
Eligible Investments by the Trustee at the direction of the majority holder of
the Class X Certificates. In the absence of such direction, funds in the Basis
Risk Reserve Fund shall remain uninvested. Any net investment earnings on such
amounts shall be payable to the Class X Certificates. Amounts held in the
Basis Risk Reserve Fund from time to time shall continue to constitute assets
of the Trust Fund, but not of any REMIC created hereunder, until released from
the Basis Risk Reserve Fund pursuant to this Section 4.08. The Basis Risk
Reserve Fund constitutes an "outside reserve fund" within the meaning of
Treasury Regulation ss.1.860G-2(h) and is not an asset of any REMIC created
hereunder. For all federal tax purposes, amounts transferred by the REMIC X/N
to the Basis Risk Reserve Fund shall be treated as amounts first distributed
by the REMIC X/N to the "grantor trust" described in Section 9.05 herein and
then distributed by the "grantor trust" to the Class X Certificates. The Class
X Certificates shall evidence ownership of the Basis Risk Reserve Fund for
federal tax purposes and the Holders thereof shall direct the Trustee in
writing as to the investment of amounts therein. In the absence of such
written direction, all funds in the Basis Risk Reserve Fund shall remain
uninvested. The Trustee shall have no liability for losses on investments in
Eligible Investments made pursuant to this Section 4.08(c) (other than as
obligor on any such investments). Upon termination of the Trust Fund, any
amounts remaining in the Basis Risk Reserve Fund shall be distributed first to
the Class N Certificates and then to the Class X Certificates in the same
manner as if distributed pursuant to Sections 4.02(b)(xxxix) and (xl) hereof.

            (d) On the Distribution Date immediately after the Distribution
Date on which the aggregate Class Principal Balance of each Class of
Certificates entitled to Net Rate Carryover Amounts equals zero, any amounts
on deposit in the Basis Risk Reserve Fund not payable on such Classes of
Certificates shall be distributed first to the Class N Certificates and then
to the Class X Certificates in the same manner as if distributed pursuant to
Sections 4.02(b)(xxxix) and (xl) hereof.

      Section 4.09 REMIC Distributions.

            (a) REMIC X/N. All amounts deemed distributed in respect of the
REMIC 2-X/N Interest shall be treated as received by REMIC X/N then
distributed by REMIC X/N in respect of the REMIC X/N X/N Interest. All
allocations of Applied Realized Loss Amounts and Realized Loss Amortization
Amounts to the REMIC 2-X/N Interest shall result in similar allocations to the
REMIC X/N X/N Interest.

            (b) Reserved.

            (c) REMIC B-5. All amounts deemed distributed in respect of the
REMIC 2-B-5 Interest shall be treated as received by REMIC B-5 then
distributed by REMIC B-5 in respect of the REMIC B-5 B-5 Interest. All
allocations of Applied Realized Loss Amounts and Realized Loss Amortization
Amounts to the REMIC 2-B-5 Interest shall result in similar allocations to the
REMIC B-5 B-5 Interest. If on any Distribution Date the Certificate Principal
Balance of the Class B-5 Certificates is increased pursuant to the last
sentence of the definition of "Certificate Principal Balance", then there
shall


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be an equivalent increase in the principal amount of the REMIC B-5 B-5
Interest on such Distribution Date.

            (d) REMIC B-4. All amounts deemed distributed in respect of the
REMIC 2-B-4 Interest shall be treated as received by REMIC B-4 then
distributed by REMIC B-4 in respect of the REMIC B-4 B-4 Interest. All
allocations of Applied Realized Loss Amounts and Realized Loss Amortization
Amounts to the REMIC 2-B-4 Interest shall result in similar allocations to the
REMIC B-4 B-4 Interest. If on any Distribution Date the Certificate Principal
Balance of the Class B-4 Certificates is increased pursuant to the last
sentence of the definition of "Certificate Principal Balance", then there
shall be an equivalent increase in the principal amount of the REMIC B-4 B-4
Interest on such Distribution Date.

            (e) REMIC B-3. All amounts deemed distributed in respect of the
REMIC 2-B-3 Interest shall be treated as received by REMIC B-3 then
distributed by REMIC B-3 in respect of the REMIC B-3 B-3 Interest. All
allocations of Applied Realized Loss Amounts and Realized Loss Amortization
Amounts to the REMIC 2-B-3 Interest shall result in similar allocations to the
REMIC B-3 B-3 Interest. If on any Distribution Date the Certificate Principal
Balance of the Class B-3 Certificates is increased pursuant to the last
sentence of the definition of "Certificate Principal Balance", then there
shall be an equivalent increase in the principal amount of the REMIC B-3 B-3
Interest on such Distribution Date.

            (f) REMIC B-2. All amounts deemed distributed in respect of the
REMIC 2-B-2 Interest shall be treated as received by REMIC B-2 then
distributed by REMIC B-2 in respect of the REMIC B-2 B-2 Interest. All
allocations of Applied Realized Loss Amounts and Realized Loss Amortization
Amounts to the REMIC 2-B-2 Interest shall result in similar allocations to the
REMIC B-2 B-2 Interest. If on any Distribution Date the Certificate Principal
Balance of the Class B-2 Certificates is increased pursuant to the last
sentence of the definition of "Certificate Principal Balance", then there
shall be an equivalent increase in the principal amount of the REMIC B-2 B-2
Interest on such Distribution Date.

            (g) REMIC B-1. All amounts deemed distributed in respect of the
REMIC 2-B-1 Interest shall be treated as received by REMIC B-1 then
distributed by REMIC B-1 in respect of the REMIC B-1 B-1 Interest. All
allocations of Applied Realized Loss Amounts and Realized Loss Amortization
Amounts to the REMIC 2-B-1 Interest shall result in similar allocations to the
REMIC B-1 B-1 Interest. If on any Distribution Date the Certificate Principal
Balance of the Class B-1 Certificates is increased pursuant to the last
sentence of the definition of "Certificate Principal Balance", then there
shall be an equivalent increase in the principal amount of the REMIC B-1 B-1
Interest on such Distribution Date.

            (h) REMIC 2. On each Distribution Date, REMIC 2 shall be deemed to
have received the amounts deemed distributed in respect of the REMIC 1 Regular
Interests. Principal, interest, shortfalls and Realized Losses shall be deemed
paid to and allocated among the REMIC 2 Regular Interests in the same manner
as such items (other than payments to the Cap Carryover Certificates in
respect of Adjusted Net WAC Carryover Amounts, which shall be deemed paid in
respect of the REMIC 2-X/N Interest if made from sources other than the Cap
Contract and the Cap Contract Reserve Fund) are paid or allocated in respect
of the related Certificates (the REMIC 2-A1 Interest being related to the
Class AF-1 Certificates, the REMIC 2-A2 Interest being related to the Class
AF-2 Certificates, the REMIC 2-A3 Interest being related to the Class AF-3
Certificates, the REMIC 2-A4 Interest being related to the Class AF-4
Certificates, the REMIC 2-M1 Interest being related to the Class M-1
Certificates, the REMIC 2-M2 Interest being related to the Class M-2
Certificates, the REMIC 2-M3 Interest being related to the Class M-3
Certificates, the REMIC 2-M4 Interest being related to the Class M-4
Certificates, the


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REMIC 2-M5 Interest being related to the Class M-5 Certificates, the REMIC
2-M6 Interest being related to the Class M-6 Certificates, the REMIC 2-B1
Interest being related to the Class B-1 Certificates, the REMIC 2-B2 Interest
being related to the Class B-2 Certificates, the REMIC 2-B3 Interest being
related to the Class B-3 Certificates, the REMIC 2-B4 Interest being related
to the Class B-4 Certificates and the REMIC 2-B5 Interest being related to the
Class B-5 Certificates). On each Distribution Date, principal shall be paid
to, Realized Losses shall be allocated to and accrued but unpaid interest
shall be added to the principal amount of the REMIC 2-X/N Interest so that
such principal amount shall equal the excess of (i) the Pool Balance as of the
close of the related Collection Period over (ii) the aggregate Certificate
Principal Balance of each Class of Certificates on such Distribution Date
after all principal payments have been made and Realized Losses have been
allocated to such Certificates (other than the Class X or Class N
Certificates). The portion of Available Funds remaining in REMIC 2 on a
Distribution Date after all distributions have been made to the REMIC 2
Regular Interests shall be distributed to the Class R Certificates in respect
of the Class R-2 Interest. If on any Distribution Date the Certificate
Principal Balance of any Class of Certificates is increased pursuant to the
last sentence of the definition of "Certificate Principal Balance", then there
shall be an equivalent increase in the principal amounts of the REMIC 2
Regular Interests, with each Corresponding REMIC 2 Regular Interest having an
increase in its principal amount equal to the increase in the Certificate
Principal Balance of the Corresponding Cap Carryover Certificates.

            (i) REMIC 1. On each Distribution Date, the REMIC 1 Regular
Interests shall receive distributions of interest and principal equal in the
aggregate to amounts distributable pursuant to Sections 4.01 and 4.02 (other
than to the Class R Certificates pursuant the last sentence of Section 4.02(b)
and other than amounts funded from the Cap Contract and the Cap Contract
Reserve Fund) from amounts on deposit in the Distribution Account. Amounts
with respect to interest shall accrue on the REMIC 1 Regular Interests at the
rates specified in the Preliminary Statement. Payments and Realized Losses
shall be allocated among the REMIC 1 Regular Interests so that (i) each of the
Marker Interests shall have a principal balance equal to 50% of the principal
balance of the related REMIC 2 Regular Interest (with, for purposes of this
Section 4.09(i), the REMIC 2-A1 Interest being related to the Class REMIC 1-A1
Interest, the REMIC 2-A2 Interest being related to the Class REMIC 1-A2
Interest, the REMIC 2-A3 Interest being related to the Class REMIC 1-A3
Interest, the REMIC 2-A4 Interest being related to the Class REMIC 1-A4
Interest, the REMIC 2-M1 Interest being related to the Class REMIC 1-M1
Interest, the REMIC 2-M2 Interest being related to the Class REMIC 1-M2
Interest, the REMIC 2-M3 Interest being related to the Class REMIC 1-M3
Interest, the REMIC 2-M4 Interest being related to the Class REMIC 1-M4
Interest, the REMIC 2-M5 Interest being related to the Class REMIC 1-M5
Interest, the REMIC 2-M6 Interest being related to the Class REMIC 1-M6
Interest, the REMIC 2-B1 Interest being related to the Class REMIC 1-B1
Interest, the REMIC 2-B2 Interest being related to the Class REMIC 1-B2
Interest, the REMIC 2-B3 Interest being related to the Class REMIC 1-B3
Interest, the REMIC 2-B4 Interest being related to the Class REMIC 1-B4
Interest and the REMIC 2-B5 Interest being related to the Class REMIC 1-B5
Interest) and (ii) the Class REMIC 1-X Interest has a principal balance equal
to the excess of (x) the remaining principal balance of the Mortgage Loans
over (y) the aggregate principal balance of the Marker Interests (if necessary
to reflect an increase in overcollateralization, accrued and unpaid interest
on the Class REMIC 1-X interest may be added to its principal amount to
achieve this result). Realized Losses not allocated to any Class of
Certificates will not be allocated to any REMIC 1 Regular Interests. All
computations with respect to the REMIC 1 Regular Interests shall be taken out
to ten decimal places. Any portion of Available Funds remaining in REMIC 1 on
a Distribution Date after distributions to the REMIC 1 Regular Interests shall
be distributed to the Class R Certificates in respect of the Class R-1
Interest. If on any Distribution Date the Certificate Principal Balance of any
Class of Certificates is increased pursuant to the last sentence of the
definition of "Certificate Principal Balance", then there shall be an
equivalent increase in the principal amounts of the REMIC 1 Regular Interests,
with such increase allocated (before the making of distributions and the
allocation of losses on the REMIC 1 Regular Interests on such Distribution
Date) among the REMIC 1 Regular Interests so that, to the greatest


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extent possible, (i) each of the Marker Interests has a principal balance
equal to 50% of the principal balance of the related REMIC 2 Regular Interest
and (ii) the Class REMIC 1-X Interest has a principal balance equal to the
excess of (x) the remaining principal balance of the Mortgage Loans over (y)
the aggregate principal balance of the Marker Interests.

            (j) All prepayment penalties (including amounts deposited in
connection with the full or partial waiver of prepayment penalties pursuant to
Section 3.01) shall be distributed from REMIC 1 to REMIC 2 in respect of the
Class REMIC 1-X Interest, from REMIC 2 to REMIC X/N in respect of the REMIC
2-X/N Interest, and from REMIC X/N to the Class X/N Interest in respect of the
REMIC X/N X/N Interest.

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

                                  ARTICLE V

                               THE CERTIFICATES

      Section 5.01 The Certificates.

      Each of the Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5, Class N, Class X, Class R and Class R-X
Certificates shall be substantially in the forms annexed hereto as exhibits,
and shall, on original issue, be executed by the Trustee and authenticated and
delivered by the Certificate Registrar to or upon the receipt of a Written
Order to Authenticate from the Depositor concurrently with the sale and
assignment to the Trustee of the Trust Fund. Each Class of the Class A, Class
M and Class B Certificates shall be initially evidenced by one or more
Certificates representing a Percentage Interest with a minimum dollar (or
notional amount) denomination of $25,000 and integral multiples of $1 in
excess thereof. The Class N, Class X and Class R Certificates are issuable
only in minimum Percentage Interests of 10%. The Class R-X Certificates are
issuable only in minimum Percentage Interests of 50%.

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

      The Class B Certificates sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more permanent
global certificates in definitive, fully registered form without interest
coupons with the applicable legends set forth in Exhibit B-1, B-2, B-3, B-4
and B-5 hereto added to the forms of such Certificates (each, a "Book-Entry
Regulation S Global Security"),


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which shall be deposited on behalf of the Holders of such Certificates
represented thereby with the Certificate Registrar, as custodian for DTC and
registered in the name of a nominee of DTC, duly executed and authenticated by
the Certificate Registrar as hereinafter provided. The aggregate principal
amounts of the Book-Entry Regulation S Global Securities may from time to time
be increased or decreased by adjustments made on the records of the
Certificate Registrar or DTC or its nominee, as the case may be, as
hereinafter provided.

      Section 5.02 Registration of Transfer and Exchange of Certificates.

            (a) The Certificate Registrar shall cause to be kept at the
Corporate Trust Office of the Trustee a Certificate Register in which, subject
to such reasonable regulations as it may prescribe, the Certificate Registrar
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided. The Trustee as
Certificate Registrar shall be subject to the same standards of care,
limitations on liability and rights to indemnity as the Trustee, and the
provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.14, 8.15 and 8.16 shall
apply to the Certificate Registrar to the same extent as they apply to the
Trustee. Any Certificate Registrar appointed in accordance with this Section
5.02(a) may at any time resign by giving at least 30 days' advance written
notice of resignation to the Trustee, the Servicer and the Depositor, such
resignation to become effective upon appointment of a successor Certificate
Registrar.

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

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

            (b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
the Depository, the initial Depository, by, or on behalf of, the Depositor; or
to, and deposited with the Certificate Custodian, on behalf of the Depository,
if directed to do so pursuant to instructions from the Depository. Except as
provided in paragraph (c) below, the Book-Entry Certificates shall at all
times remain registered in the name of the Depository or its nominee and at
all times: (i) registration of such Certificates may not be transferred by the
Trustee except to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and with respect to
ownership and transfers of such Certificates; (iii) ownership and transfers of
registration of such Certificates on the books of the Depository shall be
governed by applicable rules established by the Depository; (iv) the
Depository may collect its usual and customary fees, charges and expenses from
its Depository Participants; (v) the Trustee shall for all purposes deal with
the Depository as representative of the Certificate Owners of the Certificates
for purposes of exercising the rights of Holders under this Agreement, and
requests and directions for and votes of such representative shall not be
deemed to be inconsistent if they are made with respect to different
Certificate Owners; (vi) the


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Trustee may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its Depository Participants and
furnished by the Depository Participants with respect to indirect
participating firms and Persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners; and (vii) the
direct participants of the Depository shall have no rights under this
Agreement under or with respect to any of the Certificates held on their
behalf by the Depository, and the Depository may be treated by the Trustee and
their agents, employees, officers and directors as the absolute owner of the
Certificates for all purposes whatsoever.

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

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

            (d) No transfer, sale, pledge or other disposition of any Private
Certificate shall be made unless such disposition is exempt from the
registration requirements of the Securities Act of 1933, as amended (the "1933
Act"), and any applicable state securities laws or is made in accordance with
the 1933 Act and laws. In the event of any such transfer, other than the
initial transfer of the Private Certificates by the Depositor, (i) unless such
transfer is made in reliance upon Rule 144A (as evidenced by the investment
letter delivered to the Certificate Registrar, in substantially the form
attached hereto as Exhibit J) under the 1933 Act, the Certificate Registrar
and the Depositor may require a written Opinion of Counsel (which may be
in-house counsel) acceptable to and in form and substance reasonably
satisfactory to the Certificate Registrar and the Depositor that such transfer
may be made pursuant to an exemption, describing the applicable exemption and
the basis therefor, from the 1933 Act or is being made pursuant to the 1933
Act, which Opinion of Counsel shall not be an expense of the Certificate
Registrar, the Trustee or the Depositor or (ii) the Certificate Registrar
shall require the transferor to execute a transferor certificate (in
substantially the form attached hereto as Exhibit L) and the transferee to
execute an investment letter (in substantially the form attached hereto as
Exhibit J) acceptable to and in form and substance reasonably satisfactory to
the Depositor and the Certificate Registrar certifying to the Depositor and
the Certificate Registrar the facts surrounding such transfer, which
investment letter shall


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not be an expense of the Certificate Registrar or the Depositor. The Holder of
a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Certificate Registrar and the Depositor
against any liability that may result if the transfer is not so exempt or is
not made in accordance with such federal and state laws.

      By acceptance of a Regulation S Global Security, whether upon original
issuance or subsequent transfer, each Holder of such a Certificate
acknowledges the restrictions on the transfer of such Certificate set forth
thereon and agrees that it will only transfer such a Certificate as provided
herein. In addition, each Holder of a Regulation S Global Security shall be
deemed to have represented and warranted to the Trustee, the Depositor, the
Certificate Registrar and any of their respective successors that: (i) such
Person is not a "U.S. person" within the meaning of Regulation S and was, at
the time the buy order was originated, outside the United States and (ii) such
Person understands that such Certificates have not been registered under the
Securities Act and that (x) until the expiration of the 40-day distribution
compliance period (within the meaning of Regulation S), no offer, sale, pledge
or other transfer of such Certificates or any interest therein shall be made
in the United States or to or for the account or benefit of a U.S. person
(each as defined in Regulation S), (y) if in the future it decides to offer,
resell, pledge or otherwise transfer such Certificates, such Certificates may
be offered, resold, pledged or otherwise transferred only (A) to a person
which the seller reasonably believes is a "qualified institutional buyer" (a
"QIB") as defined in Rule 144A under the Securities Act, that is purchasing
such Certificates for its own account or for the account of a qualified
institutional buyer to which notice is given that the transfer is being made
in reliance on Rule 144A or (B) in an offshore transaction (as defined in
Regulation S) in compliance with the provisions of Regulation S, in each case
in compliance with the requirements of this Agreement; and it will notify such
transferee of the transfer restrictions specified in this Section.

      The beneficial ownership (as determined for federal income tax purposes)
of a Class N or Class X Certificate shall not be transferred to a non-United
States Person unless (i) such beneficial ownership is transferred to a
non-United States Person who will at all times be a Proportionate Holder and
provides the Certificate Registrar with a representation and covenant to such
effect and (ii) the Certificate Registrar has received, in the manner required
by applicable Treasury regulations (and with all required attachments,
including, where the non-United States Person is providing a Form W-8IMY,
Forms W-8BEN, W-8EXP or W-9 from all persons treated as beneficially owning an
interest in the Class X or Class N Certificate through such non-U.S. Person
either directly, through an intermediary or through another entity that is
treated as a partnership for U.S. federal income tax purposes), a properly
completed Internal Revenue Service Form W-8IMY, Form W-8BEN, Form W-8EXP or
Form W-8ECI from such non-United States Person. No Class N or Class X
Certificate may be pledged or used as collateral for any obligation if it
would cause any portion of the Trust Fund to be treated as a taxable mortgage
pool under Section 7701(i) of the Code.

      No transfer of an ERISA-Restricted Certificate that is a Class R-X or
Class R Certificate shall be registered unless the Trustee and the Certificate
Registrar shall have received a representation from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee and the Certificate Registrar (such requirement is satisfied only by
the Certificate Registrar's receipt of a representation letter from the
transferee substantially in the form of Exhibit K hereto), to the effect that
such transferee is not an employee benefit plan or arrangement subject to
Title I of ERISA, a plan subject to Section 4975 of the Code or a plan subject
to any state, local, federal, non-U.S. or other law substantively similar to
the foregoing provisions of ERISA or the Code ("Similar Law") (collectively, a
"Plan"), and is not directly or indirectly acquiring the Certificate for, on
behalf of or with any assets of any such Plan.

      No transfer of an ERISA-Restricted Certificate (other than a Class R-X
or Class R Certificate) shall be registered unless the Trustee and the
Certificate Registrar shall have received (i) a representation


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letter from the transferee of such Certificate substantially in the form of
Exhibit I hereto, to the effect that such transferee is not a Plan and is not
directly or indirectly acquiring the Certificate for, on behalf of or with any
assets of any such Plan, (ii) if the Certificate has been the subject of an
ERISA-Qualifying Underwriting, a representation letter from the transferee
substantially in the form of Exhibit I hereto, that the transferee is an
insurance company that is acquiring the Certificate with assets of an
"insurance company general account" as defined in Section V(e) of Prohibited
Transaction Class Exemption ("PTCE") 95-60 and the acquisition and holding of
the Certificate are covered and exempt under Sections I and III of PTCE 95-60,
or (iii) solely in the case of a Definitive Certificate, an Opinion of Counsel
satisfactory to the Trustee and the Certificate Registrar, and upon which the
Trustee and the Certificate Registrar shall be entitled to rely, to the effect
that the acquisition and holding of such Certificate by the transferee will
not result in a nonexempt prohibited transaction under Title I of ERISA or
Section 4975 of the Code, or a violation of Similar Law, and will not subject
the Certificate Registrar, the Depositor, the Servicer or the Trustee to any
obligation in addition to those undertaken by such entities in this Agreement,
which opinion of counsel shall not be an expense of the Certificate Registrar,
the Depositor, the Servicer or the Trustee. The representations in clause (i)
or (ii) of the preceding sentence shall be deemed to have been made to the
Certificate Registrar and the Trustee by the Certificate Owner's acceptance of
the beneficial interest in any such class of ERISA-Restricted Certificates,
unless the Trustee and the Certificate Registrar shall have received from the
transferee an alternative representation acceptable in form and substance to
the Trustee and the Certificate Registrar.

      Notwithstanding any other provision herein to the contrary, any
purported transfer of an ERISA-Restricted Certificate to or on behalf of a
Plan without the delivery to the Trustee and the Certificate Registrar of a
representation or an Opinion of Counsel satisfactory to the Trustee and the
Certificate Registrar as described above shall be void and of no effect. None
of the Certificate Registrar, the Depositor, the Servicer, Paying Agent or the
Trustee shall be under any liability to any Person for any registration or
transfer of any ERISA-Restricted Certificate that is in fact not permitted by
this Section 5.02(d) nor shall the Paying Agent be under any liability for
making any payments due on such ERISA-Restricted 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
Certificate Registrar in accordance with the foregoing requirements. The
Certificate Registrar, Depositor, Servicer, Paying Agent and/or Trustee shall
be entitled, but not obligated, to recover from any holder of any
ERISA-Restricted Certificate that was in fact a Plan and that held such
ERISA-Restricted Certificate in violation of this Section 5.02(d) all payments
made on such ERISA-Restricted Certificate at and after the time it commenced
such holding. Any such payments so recovered shall be paid and delivered to
the last preceding holder of such ERISA-Restricted Certificate that is not a
Plan.

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

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

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



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

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

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

                  (iv) Any attempted or purported transfer of any Ownership
Interest in a Residual Certificate in violation of the provisions of this
Section shall be absolutely null and void and shall vest no rights in the
purported transferee. If any purported transferee shall, in violation of the
provisions of this Section, become a Holder of a Residual Certificate, then
the prior Holder of such Residual Certificate that is a Permitted Transferee
shall, upon discovery that the registration of transfer of such Residual
Certificate was not in fact permitted by this Section, be restored to all
rights as Holder thereof retroactive to the date of registration of transfer
of such Residual Certificate. The Certificate Registrar shall be under no
liability to any Person for any registration of transfer of a Residual
Certificate that is in fact not permitted by this Section or for making any
distributions due on such Residual 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 Certificate Registrar received the documents
specified in clause (iii). The Trustee shall be entitled to recover from any
Holder of a Residual Certificate that was in fact not a Permitted Transferee
at the time such distributions were made all distributions made on such
Residual Certificate. Any such distributions so recovered by the Trustee shall
be distributed and delivered by the Trustee to the prior Holder of such
Residual Certificate that is a Permitted Transferee.

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

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



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

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

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

      Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

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

      Section 5.04 Persons Deemed Owners.

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

      Section 5.05 Appointment of Paying Agent.

      The Paying Agent shall make distributions to Certificateholders from the
Distribution Account pursuant to Section 4.01 and 4.02 and shall report the
amounts of such distributions to the Trustee. The duties of the Paying Agent
may include the obligation (i) to withdraw funds from the Collection Account
pursuant to Section 3.05 and for the purpose of making the distributions
referred to above and (ii) to distribute statements and provide information to
Certificateholders as required hereunder. The Paying Agent hereunder shall at
all times be an entity duly incorporated and validly existing under the laws
of the United States of America or any state thereof, authorized under such
laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authorities. The Paying Agent shall initially
be the Trustee. The Trustee may appoint a successor to act as Paying Agent,
which appointment


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shall be reasonably satisfactory to the Depositor and the Rating Agencies. The
Trustee as Paying Agent shall be subject to the same standards of care,
limitations on liability and rights to indemnity as the Trustee, and the
provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.14, 8.15 and 8.16 shall
apply to the Paying Agent to the same extent as they apply to the Trustee. Any
Paying Agent appointed in accordance with this Section 5.05 may at any time
resign by giving at least 30 days' advance written notice of resignation to
the Trustee, the Servicer and the Depositor, such resignation to become
effective upon appointment of a successor Paying Agent.

                                  ARTICLE VI

                  THE SELLER, THE SERVICER AND THE DEPOSITOR

      Section 6.01 Liability of the Seller, the Servicer and the Depositor.

      The Seller and the Servicer shall be liable in accordance herewith only
to the extent of the obligations specifically imposed upon and undertaken by
the Seller or Servicer, as the case may be, herein. The Depositor shall be
liable in accordance herewith only to the extent of the obligations
specifically imposed upon and undertaken by the Depositor.

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

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

      Section 6.03 Limitation on Liability of the Servicer and Others.

      Neither the Servicer nor any of the directors or officers or employees
or agents of the Servicer shall be under any liability to the Trust or the
Certificateholders for any action taken or for refraining from the taking of
any action by the Servicer in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect
the Servicer or any such Person against any liability which would otherwise be
imposed by reason of its willful misfeasance, bad faith or gross negligence in
the performance of duties of the Servicer or by reason of its reckless
disregard of its obligations and duties of the Servicer hereunder; provided,
further, that this provision shall not be construed to entitle the Servicer to
indemnity in the event that amounts advanced by the Servicer to retire any
senior lien exceed Liquidation Proceeds (in excess of related liquidation
expenses) realized with respect to the related Mortgage Loan. The Servicer and
any director or officer or employee or agent of the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted
by any Person respecting any matters arising hereunder. The Servicer and any
director or officer or employee or agent of the Servicer shall be indemnified
by the Trust and held harmless against any loss, liability or expense incurred
in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
its willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of its reckless disregard of obligations and duties
hereunder. The Servicer may undertake any such action which it may deem
necessary or desirable in respect of this Agreement, and the rights and duties
of the parties hereto and the interests of the Certificateholders hereunder.
In such event, the reasonable legal expenses and costs of


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such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust and the Servicer shall be entitled to pay such
expenses from the proceeds of the Trust or to be reimbursed therefor pursuant
to Section 3.05 upon presentation to the Trustee of documentation of such
expenses, costs and liabilities. The Servicer's right to indemnity or
reimbursement pursuant to this Section shall survive any resignation or
termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to
any losses, expenses, costs or liabilities arising prior to such resignation
or termination (or arising from events that occurred prior to such resignation
or termination). This paragraph shall apply to the Servicer solely in its
capacity as Servicer hereunder and in no other capacities.

      Section 6.04 Servicer Not to Resign.

      Subject to the provisions of Section 7.01 and Section 6.02, the Servicer
shall not resign from the obligations and duties hereby imposed on it except
(i) upon determination that the performance of its obligations or duties
hereunder are no longer permissible under applicable law or are in material
conflict by reason of applicable law with any other activities carried on by
it or its subsidiaries or Affiliates, the other activities of the Servicer so
causing such a conflict being of a type and nature carried on by the Servicer
or its subsidiaries or Affiliates at the date of this Agreement or (ii) upon
satisfaction of the following conditions: (a) either (x) the Servicer has
proposed a successor servicer to the Trustee in writing and such proposed
successor servicer is reasonably acceptable to the Trustee or (y) the
Servicing Rights Pledgee has delivered to the Trustee a letter signed by the
Servicer whereunder the Servicer resigns as Servicer under this Agreement
pursuant to the second paragraph of this Section 6.04 or the second paragraph
of Section 7.02(a); and (b) each Rating Agency shall have delivered a letter
to the Trustee prior to the appointment of the successor servicer stating that
the proposed appointment of such successor servicer as Servicer hereunder will
not result in the reduction or withdrawal of the then current rating of the
Regular Certificates; or the ratings that are in effect; provided, however,
that no such resignation by the Servicer shall become effective until such
successor servicer or, in the case of (i) above, the Trustee shall have
assumed the Servicer's responsibilities and obligations hereunder or the
Trustee shall have designated a successor servicer in accordance with Section
7.02 or the second paragraph of this Section 6.04. Any such resignation shall
not relieve the Servicer of responsibility for any of the obligations
specified in Sections 7.01 and 7.02 as obligations that survive the
resignation or termination of the Servicer. Any such determination permitting
the resignation of the Servicer pursuant to clause (i) above shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee.
Any such determination permitting the resignation of the Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee.

      The Trustee and the Depositor hereby specifically (i) consent to the
pledge and assignment by the Servicer of all the Servicer's right, title and
interest in, to and under this Agreement to the Servicing Rights Pledgee, for
the benefit of certain lenders, and (ii) provided that no Servicer Event of
Termination exists, agree that upon delivery to the Trustee by the Servicing
Rights Pledgee of a letter signed by the Servicer whereunder the Servicer
shall resign as Servicer under this Agreement, the Trustee shall appoint the
Servicing Rights Pledgee or its designee as successor Servicer, provided that
at the time of such appointment, the Servicing Rights Pledgee or such designee
meets the requirements of a successor Servicer pursuant to Section 7.02(a) and
agrees to be subject to the terms of this Agreement. If, pursuant to any
provision hereof, the duties of the Servicer are transferred to a successor,
the entire amount of the Servicing Fee and other compensation payable to the
Servicer pursuant hereto shall thereafter be payable to such successor.

      Section 6.05 Delegation of Duties.

      In the ordinary course of business, the Servicer at any time may
delegate any of its duties hereunder to any Person, including any of its
Affiliates, who agrees to conduct such duties in accordance


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with standards comparable to those set forth in Section 3.01. Such delegation
shall not relieve the Servicer of its liabilities and responsibilities with
respect to such duties and shall not constitute a resignation within the
meaning of Section 6.04. The Servicer shall provide the Trustee and the Rating
Agencies with 60 days prior written notice prior to the delegation of any of
its duties to any Person other than any of the Servicer's Affiliates or their
respective successors and assigns.

                                  ARTICLE VII

                                    DEFAULT

      Section 7.01 Servicer Events of Termination.

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

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

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

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

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

                  (v) The aggregate amount of cumulative Realized Losses
incurred since the Cut-off Date through the last day of the related Collection
Period divided by the Pool Balance as of the Cut-off Date exceeds the
applicable percentages set forth below with respect to such Distribution Date:



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            Distribution Date Occurring In       Percentage
            -----------------------------------  -----------------
            November 2008 through October 2009   4.00%
            November 2009 through October 2010   6.00%
            November 2010 through October 2011   7.50%
            November 2011 and thereafter         8.00%

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

      Section 7.02 Trustee to Act; Appointment of Successor.

            (a) Within 90 days of the time the Servicer (and the Trustee, if
notice is sent by the Holders) receives a notice of termination pursuant to
Section 7.01 or 6.04, the Trustee (or such other successor Servicer as is
approved in accordance with this Agreement) shall be the successor in all
respects to the Servicer in its capacity as servicer under this Agreement and
the transactions set forth or provided for herein and shall be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
Servicer by the terms and provisions hereof arising on and after its
succession. As compensation therefor, the Trustee (or such other successor
Servicer) shall be entitled to such compensation as the Servicer would have
been entitled to hereunder if no such notice of termination had been given.
Notwithstanding the above, (i) if the Trustee is unwilling to act as successor
Servicer or (ii) if the Trustee is legally unable so to act, the Trustee shall
appoint or petition a court of competent jurisdiction to appoint, any
established



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housing and home finance institution, bank or other mortgage loan or home
equity loan servicer having a net worth of not less than $50,000,000 as the
successor to the Servicer hereunder in the assumption of all or any part of
the responsibilities, duties or liabilities of the Servicer hereunder;
provided, that the appointment of any such successor Servicer will not result
in the qualification, reduction or withdrawal of the ratings assigned to the
Certificates or the ratings that are in effect by the Rating Agencies as
evidenced by a letter to such effect from the Rating Agencies. Pending
appointment of a successor to the Servicer hereunder, unless the Trustee is
prohibited by law from so acting, the Trustee shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
successor shall be entitled to receive compensation out of payments on
Mortgage Loans in an amount equal to the compensation which the Servicer would
otherwise have received pursuant to Section 3.18 (or such other compensation
as the Trustee and such successor shall agree, not to exceed the Servicing
Fee). The successor servicer shall be entitled to withdraw from the Collection
Account all costs and expenses associated with the transfer of the servicing
to the successor servicer. The appointment of a successor servicer shall not
affect any liability of the predecessor Servicer which may have arisen under
this Agreement prior to its termination as Servicer to pay any deductible
under an insurance policy pursuant to Section 3.12 or to indemnify the parties
indicated in Section 3.26 pursuant to the terms thereof, nor shall any
successor Servicer be liable for any acts or omissions of the predecessor
Servicer or for any breach by such Servicer of any of its representations or
warranties contained herein or in any related document or agreement. The
Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.

      In the event of a Servicer Event of Termination, notwithstanding
anything to the contrary above, the Trustee and the Depositor hereby agree
that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter
signed by the Servicer within ten Business Days of when notification of such
event shall have been provided to the Trustee, whereunder the Servicer shall
resign as Servicer under this Agreement, the Servicing Rights Pledgee or its
designee shall be appointed as successor Servicer (provided that at the time
of such appointment the Servicing Rights Pledgee or such designee meets the
requirements of a successor Servicer set forth above) and the Servicing Rights
Pledgee agrees to be subject to the terms of this Agreement.

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

      Section 7.03 Waiver of Defaults.

      The Holders of Certificates entitled to at least 66 2/3% of the Voting
Rights allocated to the Class of Certificates affected by a Servicer Event of
Termination may, on behalf of all Certificateholders, waive any events
permitting removal of the Servicer as servicer pursuant to this Article VII,
provided, however, that such Holders may not waive a default in making a
required distribution on a Certificate without the consent of the Holder of
such Certificate. Upon any waiver of a past default, such default shall cease
to exist and any Servicer Event of Termination arising therefrom shall be
deemed to have been remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent or other default or impair any right
consequent thereto except to the extent expressly so waived. Notice of any
such waiver shall be given by the Trustee to the Rating Agencies.


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      Section 7.04 Notification to Certificateholders.

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

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

      Section 7.05 Survivability of Servicer Liabilities.

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

                                 ARTICLE VIII

                                  THE TRUSTEE

      Section 8.01 Duties of Trustee.

      The Trustee, prior to the occurrence of a Servicer Event of Termination
of which a Responsible Officer of the Trustee shall have actual knowledge and
after the curing of all Servicer Events of Termination which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If a Servicer Event of Termination
has occurred (which has not been cured) of which a Responsible Officer has
actual knowledge, 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 which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement; provided, however, that the
Trustee shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Servicer, the Seller or the Depositor hereunder.
If any such instrument is found not to conform in any material respect to the
requirements of this Agreement, the Trustee shall notify the
Certificateholders of such instrument in the event that the Trustee, after so
requesting, does not receive a satisfactorily corrected instrument.

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

                  (i) prior to the occurrence of a Servicer Event of
Termination, and after the curing of all such Servicer Events of Termination
which may have occurred, the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Agreement, the Trustee
shall not be liable except for the performance of such duties and obligations
as are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,


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in the absence of bad faith on the part of the Trustee, 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;

                  (ii) the Trustee shall not be liable for an error of
judgment made in good faith by a Responsible Officer of the Trustee unless it
shall be proved that the Trustee was negligent in ascertaining or
investigating the facts related thereto;

                  (iii) the Trustee shall not be liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Majority Certificateholders relating to
the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising or omitting to exercise any trust or
power conferred upon the Trustee under this Agreement; and

                  (iv) the Trustee shall not be charged with knowledge of any
failure by the Servicer to comply with the obligations of the Servicer
referred to in clauses (i) and (ii) of Section 7.01(a) or any Servicer Event
of Termination unless a Responsible Officer of the Trustee at the applicable
Corporate Trust Office obtains actual knowledge of such failure or the Trustee
receives written notice of such failure from the Servicer or the Majority
Certificateholders. In the absence of such receipt of such notice, the Trustee
may conclusively assume that there is no Servicer Event of Termination.

      The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of,
any of the obligations of the Servicer under this Agreement, except with
respect to the Trustee during such time, if any, as the Trustee shall be the
successor to, and be vested with the rights, duties, powers and privileges of,
the Servicer in accordance with the terms of this Agreement.

      The Trustee shall not have any duty (A) to see any recording, filing, or
depositing of this Agreement or any agreement referred to herein or any
financing statement or continuation statement evidencing a security interest,
or to see to the maintenance of any such recording or filing or depositing or
to any rerecording, refiling or redepositing of any thereof, (B) to see to any
insurance or (C) to see to the payment or discharge of any tax, assessment, or
other governmental charge or any lien or encumbrance of any kind owing with
respect to, assessed or levied against, any part of the Trust Fund other than
from funds available in the Distribution Account.

      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 reasonably 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 advice or
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel;



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                  (iii) the Trustee shall not be under any obligation to
exercise any of the rights or powers vested in it by this Agreement, or to
institute, conduct or defend any litigation hereunder or in relation hereto,
at the request, order or direction of the Certificateholders pursuant to the
provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; the right
of the Trustee to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and the Trustee shall not be answerable for
other than its negligence or willful misconduct in the performance of any such
act;

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

                  (v) prior to the occurrence of a Servicer Event of
Termination and after the curing of all Servicer Events of Termination which
may have occurred, 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 documents, unless requested in writing to do so by the
Majority Certificateholder; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of
the Trustee not reasonably assured to the Trustee by the security afforded to
it by the terms of this Agreement, the Trustee may require reasonable
indemnity against such cost, expense or liability as a condition to such
proceeding. The reasonable expense of every such examination shall be paid by
the Servicer or, if paid by the Trustee shall be reimbursed by the Servicer
upon demand. Nothing in this clause (v) shall derogate from the obligation of
the Servicer to observe any applicable law prohibiting disclosure of
information regarding the Mortgagors;

                  (vi) the Trustee shall not be accountable, shall have any
liability or make any representation as to any acts or omissions hereunder of
the Servicer until such time as the Trustee may be required to act as Servicer
pursuant to Section 7.02;

                  (vii) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian and the Trustee shall not be responsible
for any misconduct or negligence on the part of any such agent, attorney or
custodian appointed by it with due care; and

                  (viii) the right of the Trustee to perform any discretionary
act enumerated in this Agreement shall not be construed as a duty, and the
Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of such act.

      Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.

      The recitals contained herein and in the Certificates (other than the
authentication of the Trustee on the Certificates) shall be taken as the
statements of the Seller, and the Trustee does not assume any responsibility
for the correctness of the same. The Trustee makes no representations as to
the validity or sufficiency of this Agreement or of the Certificates (other
than the signature of the Trustee and authentication of the Trustee on the
Certificates) or of any Mortgage Loan or Related Document. The Trustee shall
not be accountable for the use or application by the Servicer, or for the use
or application of any funds paid to the Servicer in respect of the Mortgage
Loans or deposited in or withdrawn from the Collection Account by the
Servicer. The Trustee shall not at any time have any responsibility or
liability for or with respect to the legality, validity and enforceability of
any Mortgage or any Mortgage Loan, or the perfection and priority of any
Mortgage or the maintenance of any such perfection and priority, or for


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or with respect to the sufficiency of the Trust or its ability to generate the
payments to be distributed to Certificateholders under this Agreement,
including, without limitation: the existence, condition and ownership of any
Mortgaged Property; the existence and enforceability of any hazard insurance
thereon (other than if the Trustee shall assume the duties of the Servicer
pursuant to Section 7.02); the validity of the assignment of any Mortgage Loan
to the Trustee or of any intervening assignment; the completeness of any
Mortgage Loan; the performance or enforcement of any Mortgage Loan (other than
if the Trustee shall assume the duties of the Servicer pursuant to Section
7.02); the compliance by the Depositor, the Seller or the Servicer with any
warranty or representation made under this Agreement or in any related
document or the accuracy of any such warranty or representation prior to the
Trustee's receipt of notice or other discovery of any non-compliance therewith
or any breach thereof; any investment of monies by or at the direction of the
Servicer or any loss resulting therefrom, it being understood that the Trustee
shall remain responsible for any Trust property that it may hold in its
individual capacity; the acts or omissions of any of the Servicer (other than
if the Trustee shall assume the duties of the Servicer pursuant to Section
7.02), or any Mortgagor; any action of the Servicer (other than if the Trustee
shall assume the duties of the Servicer pursuant to Section 7.02), taken in
the name of the Trustee; the failure of the Servicer to act or perform any
duties required of it as agent of the Trustee hereunder; or any action by the
Trustee taken at the instruction of the Servicer (other than if the Trustee
shall assume the duties of the Servicer pursuant to Section 7.02); provided,
however, that the foregoing shall not relieve the Trustee of its obligation to
perform its duties under this Agreement. The Trustee shall not have any
responsibility for filing any financing or continuation statement in any
public office at any time or to otherwise perfect or maintain the perfection
of any security interest or lien granted to it hereunder.

      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 Trustee and may transact any banking and trust business with the Seller,
the Servicer, the Depositor or their Affiliates.

      Section 8.05 Seller to Pay Trustee Fees and Expenses.

      The Trustee shall withdraw from the Distribution Account on each
Distribution Date and pay to itself its fees in an aggregate amount equal to
the Trustee Fee pursuant to Section 4.01(i) and, to the extent the Interest
Remittance Amount is at any time insufficient for such purpose, the Seller
shall pay such fees as reasonable compensation (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust) for all services rendered by it in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee, and the Seller will pay or reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of
this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from such
party's negligence or bad faith or which is the responsibility of
Certificateholders or the Trustee hereunder. Notwithstanding any other
provision of this Agreement, including Section 2.03(a) and Section 2.04, to
the contrary, the Seller covenants and agrees to indemnify the Trustee and its
officers, directors, employees and agents from, and hold each of them harmless
against, any and all losses, liabilities, damages, claims or expenses incurred
in connection with any legal action relating to this Agreement, the
Certificates or incurred in connection with the administration of the Trust,
other than with respect to a party, any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence of such party in the
performance of its duties hereunder or by reason of such party's reckless
disregard of obligations and duties hereunder. Anything in this Agreement to
the contrary notwithstanding, in no event shall the Trustee be liable for
special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee has been


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advised of the likelihood of such loss or damage and regardless of the form of
action. The Trustee and any director, officer, employee or agent of the
Trustee shall be indemnified, to the extent not paid by the Seller pursuant to
this Section, by the Trust Fund and held harmless against any loss, liability
or expense (not including expenses, disbursements and advances incurred or
made by the Trustee, in the ordinary course of the Trustee's performance in
accordance with the provisions of this Agreement) incurred by the Trustee or
such party arising out of or in connection with the acceptance or
administration of its duties under this Agreement, other than any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance by the Trustee of its duties under this
Agreement or by reason of the reckless disregard of the Trustee's obligations
and duties under this Agreement. This section shall survive termination of
this Agreement or the resignation or removal of any Trustee hereunder.

      Section 8.06 Eligibility Requirements for Trustee.

      The Trustee hereunder shall at all times be a Department of Housing and
Urban Development and Federal Housing Administration approved mortgagee, an
entity duly organized and validly existing under the laws of the United States
of America or any state thereof, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, a minimum short-term debt rating of A-1 by S&P and a minimum
long-term debt rating of BBB by Fitch and S&P and a long term debt rating of
at least A1 or better by Moody's, and subject to supervision or examination by
federal or state authority. If such entity publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section
8.06, the combined capital and surplus of such entity shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. The principal office of the Trustee (other than the
initial Trustee) shall be in a state with respect to which an Opinion of
Counsel has been delivered to such Trustee at the time such Trustee is
appointed Trustee to the effect that the Trust will not be a taxable entity
under the laws of such state. In case at any time the Trustee 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.

      Section 8.07 Resignation or Removal of Trustee.

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

      If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.06 and shall fail to resign after written request
therefor by the Depositor, or if at any time the Trustee shall be legally
unable to act, or shall be adjudged a 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, then the Depositor may
remove the Trustee. If the Depositor or the Servicer removes the Trustee under
the authority of the immediately preceding sentence, the Depositor shall
promptly appoint a successor Trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor Trustee.

      The Majority Certificateholders may at any time remove the Trustee by
written instrument or instruments delivered to the Servicer, the Depositor and
the Trustee and any expenses incurred by the


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Trustee in connection with such removal shall be reimbursed to it by the
Majority Certificateholders promptly upon demand therefore; the Depositor
shall thereupon use its best efforts to appoint a successor Trustee in
accordance with this Section.

      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 not
become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

      Section 8.08 Successor Trustee.

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

      No successor Trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor Trustee
shall be eligible under the provisions of Section 8.06 and the appointment of
such successor Trustee shall not result in a downgrading of the Regular
Certificates by either Rating Agency, as evidenced by a letter from each
Rating Agency.

      Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, the successor Trustee shall mail notice of the appointment
of a successor Trustee hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register and to each Rating Agency.

      Section 8.09 Merger or Consolidation of Trustee.

      Any entity into which the Trustee may be merged or converted or with
which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
entity succeeding to the business of the Trustee, shall be the successor of
the Trustee hereunder, provided such entity shall be eligible under the
provisions of Section 8.06 and 8.08, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

      Section 8.10 Appointment of Co-Trustee or Separate Trustee.

      Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust or any Mortgaged Property may at the time be located, the
Depositor and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Servicer and the Trustee may consider
necessary or desirable. Any such co-trustee or separate trustee shall be
subject to the written approval of the Servicer. If the Servicer shall not
have joined in such appointment within 15 days after the receipt by it of a
request so to do, or in the case a Servicer Event of Termination shall have
occurred and be continuing, the Trustee


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alone shall have the power to make such appointment. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor Trustee under Section 8.06, and no notice to Certificateholders of
the appointment of any co-trustee or separate trustee shall be required under
Section 8.08. The Servicer shall be responsible for the fees of any co-trustee
or separate trustee appointed hereunder.

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

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

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

                  (iii) the Servicer and the Trustee, acting jointly may at
any time accept the resignation of or remove any separate trustee or
co-trustee except that following the occurrence of a Servicer Event of
Termination, the Trustee acting alone may accept the resignation or remove any
separate trustee or co-trustee.

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

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

      Section 8.11 Limitation of Liability.

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



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      Section 8.12 Trustee May Enforce Claims Without Possession of
Certificates.

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

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

      Section 8.13 Suits for Enforcement.

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

      Section 8.14 Waiver of Bond Requirement.

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

      Section 8.15 Waiver of Inventory, Accounting and Appraisal Requirement.

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

      Section 8.16 Compliance with National Housing Act of 1934. In performing
its duties hereunder with respect to FHA Loans, the Trustee shall comply with
all requirements of the National Housing Act of 1934, as amended.



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                                  ARTICLE IX

                    REMIC AND GRANTOR TRUST ADMINISTRATION

      Section 9.01 REMIC Administration.

            (a) The Trustee shall make or cause to be made REMIC elections for
each of REMIC 1, REMIC 2, REMIC B-1, REMIC B-2, REMIC B-3, REMIC B-4, REMIC
B-5 and REMIC X/N as set forth in the Preliminary Statement on Forms 1066 or
other appropriate federal tax or information return for the taxable year
ending on the last day of the calendar year in which the Certificates are
issued. The regular interests and residual interest in each REMIC shall be as
designated in the Preliminary Statement.

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

            (c) The Servicer shall pay any and all tax related expenses (not
including taxes) of each REMIC, including but not limited to any professional
fees or expenses related to audits or any administrative or judicial
proceedings with respect to such REMIC that involve the Internal Revenue
Service or state tax authorities, but only to the extent that (i) such
expenses are ordinary or routine expenses, including expenses of a routine
audit but not expenses of litigation (except as described in (ii)); or (ii)
such expenses or liabilities (including taxes and penalties) are attributable
to the negligence or willful misconduct of the Servicer in fulfilling its
duties hereunder. The Servicer shall be entitled to reimbursement of expenses
to the extent provided in clause (i) above from the Collection Account, but
only to the extent that such expenses are "unanticipated expenses" under
Treasury Regulations Section 1.860G-1(b)(3)(ii).

            (d) The Trustee shall prepare or cause to be prepared, sign and
file or cause to be filed, each REMIC's federal and state tax and information
returns as such REMIC's direct representative. The expenses of preparing and
filing such returns shall be borne by the Trustee.

            (e) The Holder of the Residual Certificates with respect to each
REMIC holding the largest Percentage Interest shall be the "tax matters
person" as defined in the REMIC Provisions (the "Tax Matters Person") with
respect to the applicable REMIC or REMICs, and the Trustee is irrevocably
designated as and shall act as attorney-in-fact and agent for such Tax Matters
Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall
perform, on behalf of each REMIC, all reporting and other tax compliance
duties that are the responsibility of such REMIC under the Code, the REMIC
Provisions, or other compliance guidance issued by the Internal Revenue
Service or any state or local taxing authority. Among its other duties, if
required by the Code, the REMIC Provisions, or other such guidance, the
Trustee, as agent for the Tax Matters Person, shall provide (i) to the
Treasury or other governmental authority such information as is necessary for
the application of any tax relating to the transfer of a Residual Certificate
to any disqualified person or organization and (ii) to the Certificateholders
such information or reports as are required by the Code or REMIC Provisions.

            (f) The Trustee, the Servicer, and the Holders of Certificates
shall take any action or cause any REMIC to take any action necessary to
create or maintain the status of such REMIC as a REMIC under the REMIC
Provisions and shall assist each other as necessary to create or maintain such
status. Neither the Trustee, the Servicer, nor the Holder of any Residual
Certificate shall take any action or cause any REMIC to take any action or
fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon
such REMIC (including but not limited


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to the tax on prohibited transactions as defined in Code Section 860F(a)(2)
and the tax on prohibited contributions set forth on Section 860G(d) of the
Code) (either such event, an "Adverse REMIC Event") unless such action or
failure to take such action is expressly permitted under the terms of this
Agreement or the Trustee and the Servicer have received an Opinion of Counsel
(at the expense of the party seeking to take such action) to the effect that
the contemplated action will not endanger such status or result in the
imposition of such a tax. In addition, prior to taking any action with respect
to any REMIC or the assets therein, or causing such REMIC to take any action,
which is not expressly permitted under the terms of this Agreement, any Holder
of a Residual Certificate will consult with the Trustee and the Servicer, or
their respective designees, in writing, with respect to whether such action
could cause an Adverse REMIC Event to occur with respect to such REMIC, and no
such Person shall take any such action or cause such REMIC to take any such
action as to which the Trustee or the Servicer has advised it in writing that
an Adverse REMIC Event could occur.

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

            (h) The Trustee, shall, for federal income tax purposes, maintain
or cause to be maintained books and records with respect to each REMIC on a
calendar year and on an accrual basis.

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

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

            (k) On or before April 15 of each calendar year beginning in 2006,
the Servicer shall deliver to the Trustee and each Rating Agency an Officer's
Certificate stating the Servicer's compliance with the provisions of this
Section 9.01.

            (l) The Trustee shall treat the rights of the Cap Carryover
Certificates to receive Adjusted Net WAC Carryover Amounts (i) from sources
other than the Cap Contract and the Cap Contract Reserve Fund as a right in
interest rate cap contracts written by the Holder of the Class X/N Interest,
and (ii) from the Cap Contract and the Cap Contract Reserve Fund as a right in
interest rate cap contracts written by the Cap Contract Counterparty, in favor
of the Holders of the Cap Carryover Certificates, and the Trustee shall
account for such as property held separate and apart from the regular
interests it holds in each of the REMICs created hereunder. This provision is
intended to satisfy the requirements of Treasury Regulations Section
1.860G-2(i) for the treatment of property rights coupled with regular
interests to be separately respected and shall be interpreted consistent with
such regulation. On each Distribution Date, to the extent the Cap Carryover
Certificates receive payments in respect of Adjusted Net WAC Carryover Amounts
from sources other than the Cap Contract and the Cap Contract Reserve Fund,
such interest will be treated as distributed on the REMIC 2-X/N Interest, then
on the REMIC X/N X/N Interest and then paid to the respective Class of Cap
Carryover Certificates pursuant to the related interest rate cap agreement.

            (m) [RESERVED]



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            (n) In the event that the beneficial ownership of the Class N
Certificates and the Class X Certificates is held by a single Person for
federal income tax purposes or by multiple Persons who beneficially own the
Class N and Class X Certificates proportionately, such Person or Persons shall
be treated as the direct or indirect beneficial owner of the Class X/N
Interest and the REMIC X/N Regular Interest represented thereby. In the event
the Trustee receives written notice that beneficial ownership of the Class N
and the Class X Certificates is held by two or more Persons for tax purposes
that do not beneficially own the Class N and Class X Certificates
proportionately, the Trustee shall treat the Class N Certificateholders and
the Class X Certificateholders as partners in a partnership that owns the
Class X/N Interest and the REMIC X/N Regular Interest represented thereby for
federal income tax purposes and shall not treat the Class N and Class X
Certificates as a direct interest in any REMIC created hereunder. By acquiring
the Class N Certificates and the Class X Certificates, the respective Holders
will agree to treat the Class N Certificates and the Class X Certificates in
the manner described in the preceding sentences for federal income tax
purposes in the event that the beneficial ownership of the Class N
Certificates and the Class X Certificates is separated. In such event, (i) a
separate capital account shall be established and maintained for each Holder
of a Class N or Class X Certificate in accordance with Treasury Regulations
Section 1.704-1(b)(2)(iv), which shall be credited with income or gain and
debited by any expenses (including any payments deemed made to the Holders of
any of the Cap Carryover Certificates on interest rate cap agreements for
federal income tax purposes) or losses and distributions allocable to such
Certificates, (ii) the Class N Certificates shall be allocated income in an
amount equal to interest at the Pass-Through Rate thereon and any original
issue discount that would be reportable thereon if the Class N Certificate
were a debt instrument issued on the date ownership of the Class N and Class X
Certificates is separated, with a principal balance equal to its Notional
Amount, (iii) the Class X and Class N Certificates shall be allocated income
with respect to all prepayment penalties (including amounts in connection with
the full or partial waiver of such prepayment penalties or premiums pursuant
to Section 3.01) in accordance with the allocation of such amounts pursuant to
Section 4.02(c), to the extent not allocated pursuant to Section 9.01(n)(ii)
above, (iv) the Class X and Class N Certificates shall be allocated accruals
(under any reasonable method) of any "cap premiums" deemed received on the
date ownership of the Class X and Class N Certificates is separated in respect
of the obligation of the Class X/N Interest to pay Adjusted Net WAC Carryover
Amounts, and shall be allocated expense in respect of such Adjusted Net WAC
Carryover Amounts based on which one of such Classes economically bears such
expense, (v) the Class X Certificates shall be allocated all remaining income
and any expenses and Realized Losses with respect to the Class X/N Interest,
until the capital account of the Class X Certificates is reduced to zero, and
any remaining expenses or losses shall be allocated to the Class N
Certificates, (vi) neither the Class N Certificates nor the Class X
Certificates shall be responsible for restoring any deficit to its capital
account, (vii) upon termination of the Trust Fund pursuant to Article X, all
amounts available for distribution to Holders of the Class N and Class X
Certificates shall be distributed in accordance with their positive capital
account balances, first to the Class N Certificates until their Notional
Amount and any accrued but unpaid interest thereon are reduced to zero, and
then to the Class X Certificates, and (viii) the Trustee shall maintain books
and records with respect to the partnership on a calendar year basis (unless a
different taxable year shall be required by the Code) and shall prepare or
cause to be prepared, and cause the Holder of the largest Percentage Interest
of the Class X Certificates to sign and file or cause to be filed all federal
and state tax and information returns for the partnership, and shall furnish
or cause to be furnished Schedule K-1 to the Holders of the Class N and Class
X Certificates at the time required by the Code. Unless otherwise directed by
a majority of the Percentage Interests of the Class X and Class N
Certificates, the Trustee shall not make an election under Section 754 of the
Code. The Holder of the largest Percentage Interest of the Class X
Certificates, by acceptance of its Class X Certificate, agrees to act as "tax
matters partner" (within the meaning of Section 6231(a)(7) of the Code) and to
sign and timely file all federal and state partnership tax and information
returns prepared by the Trustee pursuant to this Section 9.01(n).



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            (o) The Trustee shall treat the Basis Risk Reserve Fund as outside
reserve funds within the meaning of Treasury Regulation 1.860G-2(h) that are
owned by the Class N and Class X Certificateholders and that are not assets of
the REMICs. The Trustee shall treat the rights of the Class M Certificates and
the Subordinated Certificates to receive payments from the Basis Risk Reserve
Fund as rights in interest rate cap contracts written by the Holders of the
REMIC X/N Class X/N Interest (in the case of amounts payable from the Basis
Risk Reserve Fund) in favor of the Class M Certificateholders and the
Subordinated Certificateholders. Thus, each Certificate other than the Class N
and Class X Certificates shall be treated as representing ownership of not
only REMIC Regular Interests, but also ownership of an interest in one or more
interest rate cap contracts.

      Section 9.02 Prohibited Transactions and Activities.

      Neither the Seller, the Depositor, the Servicer nor the Trustee shall
sell, dispose of, or substitute for any of the Mortgage Loans, except in a
disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the
bankruptcy of the Trust Fund, (iii) the termination of any REMIC pursuant to
Article X of this Agreement, (iv) a substitution pursuant to Article II of
this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of
this Agreement, nor acquire any assets for any REMIC constituting part of the
Trust Fund, nor sell or dispose of any investments in the Distribution Account
for gain, nor accept any contributions to any REMIC constituting part of the
Trust Fund after the Closing Date, unless it has received an Opinion of
Counsel (at the expense of the party causing such sale, disposition, or
substitution) that such disposition, acquisition, substitution, or acceptance
will not (a) affect adversely the status of such REMIC as a REMIC or of the
interests therein other than the Residual Certificates as the regular
interests therein, (b) affect the distribution of interest or principal on the
Certificates, (c) result in the encumbrance of the assets transferred or
assigned to the Trust Fund (except pursuant to the provisions of this
Agreement) or (d) cause such REMIC to be subject to a tax on prohibited
transactions or prohibited contributions pursuant to the REMIC Provisions.

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

      In the event that any REMIC formed hereunder fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as
a result of a prohibited transaction or prohibited contribution under the
REMIC Provisions due to the negligent performance by the Servicer of its
duties and obligations set forth herein, the Servicer shall indemnify the
Holder of the related Residual Certificate against any and all losses, claims,
damages, liabilities or expenses ("Losses") resulting from such negligence;
provided, however, that the Servicer shall not be liable for any such Losses
attributable to the action or inaction of the Trustee, the Depositor or the
Holder of such Residual Certificate, as applicable, nor for any such Losses
resulting from misinformation provided by the Holder of such Residual
Certificate on which the Servicer has relied. The foregoing shall not be
deemed to limit or restrict the rights and remedies of the Holder of such
Residual Certificate now or hereafter existing at law or in equity.
Notwithstanding the foregoing, however, in no event shall the Servicer have
any liability (1) for any action or omission that is taken in accordance with
and in compliance with the express terms of, or which is expressly permitted
by the terms of, this Agreement, (2) for any Losses other than arising out of
a negligent performance by the Servicer of its duties and obligations set
forth herein, and (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates).

      Section 9.04 REO Property.

            (a) Subject to compliance with applicable laws and regulations as
shall at any time be in force, and notwithstanding any other provision of this
Agreement, the Servicer, acting on behalf of the Trust hereunder, shall not
rent, lease, or otherwise earn income on behalf of any REMIC constituting


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part of the Trust Fund with respect to any REO Property which might cause such
REO Property to fail to qualify as "foreclosure" property within the meaning
of section 860G(a)(8) of the Code or result in the receipt by any REMIC
constituting part of the Trust Fund of any "income from non-permitted assets"
within the meaning of section 860F(a)(2) of the Code or any "net income from
foreclosure property" which is subject to tax under the REMIC Provisions
unless the Servicer has advised the Trustee in writing to the effect that,
under the REMIC Provisions, such action would not adversely affect the status
of any REMIC constituting part of the Trust Fund as a REMIC and any income
generated for such REMIC by the REO Property would not result in the
imposition of a tax upon such REMIC.

            (b) The Servicer shall make reasonable efforts to sell any REO
Property for its fair market value. In any event, however, the Servicer shall
dispose of any REO Property before the close of the third calendar year
beginning after the year of its acquisition by the Trust Fund unless the
Servicer has received a grant of extension from the Internal Revenue Service
to the effect that, under the REMIC Provisions and any relevant proposed
legislation and under applicable state law, any REMIC constituting part of the
Trust Fund may hold REO Property for a longer period without adversely
affecting its REMIC status or causing the imposition of a Federal or state tax
upon any REMIC. If the Servicer has received such an extension, then the
Servicer shall continue to attempt to sell the REO Property for its fair
market value as determined in good faith by the Servicer for such longer
period as such extension permits (the "Extended Period"). If the Servicer has
not received such an extension and the Servicer is unable to sell the REO
Property within 33 months after its acquisition by the Trust Fund or if the
Servicer has received such an extension, and the Servicer is unable to sell
the REO Property within the period ending three months before the close of the
Extended Period, the Servicer shall, before the end of the applicable period,
(i) purchase such REO Property at a price equal to the REO Property's fair
market value as determined in good faith by the Servicer or (ii) auction the
REO Property to the highest bidder (which may be the Servicer) in an auction
reasonably designed to produce a fair price prior to the expiration of the
applicable period.

      Section 9.05 Grantor Trust Administration.

      The parties intend that the portions of the Trust Fund consisting of the
REMIC X/N X/N Interest and the obligation to pay Adjusted Net WAC Carryover
Amounts (other than such amounts funded by the Cap Contract and the Cap
Contract Reserve Fund), shall be treated as a "grantor trust" under the Code,
and the provisions hereof shall be interpreted consistently with this
intention. In furtherance of such intention, the Trustee shall furnish or
cause to be furnished (i) to the Holders of the Cap Carryover Certificates and
(ii) to the Holder of the Class X and Class N Certificates (if there is a
single beneficial owner thereof) or to itself on behalf of the partnership
comprised of the Holders of the Class X and Class N Certificates (if there are
two or more beneficial owners thereof), and shall file or cause to be filed
with the Internal Revenue Service together with Form 1041 or such other form
as may be applicable, indicating their allocable shares of income with respect
to the property held by the Grantor Trust, at the time or times and in the
manner required by the Code.

                                   ARTICLE X

                                  TERMINATION

      Section 10.01 Termination.

            (a) The respective obligations and responsibilities of the Seller,
the Servicer, the Depositor, the Trustee and the Certificate Registrar created
hereby (other than the obligation of the Trustee to make certain payments to
Certificateholders after the final Distribution Date and the obligation of the
Servicer to send certain notices as hereinafter set forth) shall terminate
upon notice to the Trustee


                                     124
<PAGE>

upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balance of each Class of Certificates has been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust
Fund, and (iii) the optional purchase by the Servicer of the Mortgage Loans as
described below. Notwithstanding the foregoing, in no event shall the trust
created hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date hereof.

      The Servicer (or an Affiliate) may, at its option, terminate the
Mortgage Loans in the Trust Fund and retire the Certificates on the next
succeeding Distribution Date upon which the current Pool Balance is 10% or
less of the Pool Balance of the Mortgage Loans as of the Cut-off Date by
purchasing all of the outstanding (i) Mortgage Loans in the Trust Fund at a
price equal to the sum of the outstanding Principal Balance of the Mortgage
Loans and except to the extent previously advanced by the Servicer, accrued
and unpaid interest thereon at the weighted average of the Mortgage Interest
Rates through the end of the Collection Period preceding the final
Distribution Date plus unreimbursed Servicing Advances, Advances and any
unpaid Servicing Fees allocable to such Mortgage Loans plus any costs or
damages incurred by the Trust Fund in connection with any violation by such
Mortgage Loan of any predatory or abusive lending laws and (ii) REO Properties
in the Trust Fund at a price equal to their fair market value as determined in
good faith by the Servicer (the "Termination Price"). Notwithstanding the
foregoing, the Servicer (or an Affiliate) may not exercise its optional
purchase right unless any Reimbursement Amount owed to the Trust pursuant to
Section 2.03 hereof has been paid.

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

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

            (b) Notice of any termination, specifying the Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee upon the Trustee receiving notice of such date from the Servicer,
by letter to the Certificateholders mailed not earlier than the 15th day of
the month preceding the month of such final distribution and not later than
the 15th day of the month of such final distribution specifying (1) the
Distribution Date upon which final distribution of the Certificates will be
made upon presentation and surrender of such Certificates at the office or
agency of the Trustee therein designated, (2) the amount of any such final
distribution and (3) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified. Not less than five (5) Business Days prior to such
Determination Date relating to such Distribution Date, the Trustee shall
notify the Seller of the amount of any unpaid Reimbursement Amount owed to the
Trust.

            (c) Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed to the Holders of the Certificates on
the Distribution Date for such final distribution, in proportion to the
Percentage Interests of their respective Class and to the extent that funds
are available for such purpose, an amount equal to the amount required to be
distributed to such Holders in accordance with the provisions of Section
10.02.



                                     125
<PAGE>

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

      Section 10.02 Additional Termination Requirements.

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

                  (i) The Trustee shall designate a date within 90 days prior
to the final Distribution Date as the date of adoption of plans of complete
liquidation delivered to it by the Servicer of each of the remaining REMICs
included in the Trust Fund and shall specify such date in the final federal
income tax return of each REMIC;

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

                  (iii) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited in the following order of priority (A) (i) to the
Holders of each of the Class A Certificates, pro rata and (ii) to the Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class
B-2, Class B-3, Class B-4 and Class B-5 Certificates, the related Certificate
Principal Balance, as applicable, plus one month's interest thereon at the
applicable Pass-Through Rate, (B) (i) to the Class R Certificates, the Class R
Excess Interest Amount of any remaining Monthly Excess Interest, (ii) any Net
WAC Carryover Amounts not previously distributed and (iii) to the Class N and
Class X Certificates in respect of the Class X/N Interest, the amount of any
remaining Monthly Excess Cash Flow Amounts not previously distributed thereon
and not distributed to the Class R Certificates, (C) to the remaining REMIC
Regular Interests the amounts allocable thereto pursuant to Section 4.09 and
(D) to the Class R Certificateholders, all cash on hand in respect of the
related REMIC or REMICs after such payment (other than cash retained to meet
claims) and the Trust shall terminate at such time.

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



                                     126
<PAGE>

                                  ARTICLE XI

                           MISCELLANEOUS PROVISIONS

      Section 11.01 Amendment.

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

      In addition, this Agreement may be amended from time to time by Seller,
the Depositor, the Servicer and the Trustee, with the consent of the Majority
Certificateholders for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Holders of Certificates; provided,
however, that no such amendment or waiver shall (x) reduce in any manner the
amount of, or delay the timing of, payments on the Certificates which are
required to be made on any Certificate without the consent of the Holder of
such Certificate, (y) adversely affect in any material respect the interests
of the Holders of any Class of Certificates in a manner other than as
described in clause (x) above, without the consent of the Holders of
Certificates of such Class evidencing at least a 66 2/3% Percentage Interest
in such Class, or (z) reduce the percentage of Voting Rights required by
clause (y) above without the consent of the Holders of all Certificates of
such Class then outstanding. Upon approval of an amendment, a copy of such
amendment shall be sent to the Rating Agencies. Prior to the execution of any
amendment to this Agreement, the Trustee shall be entitled to receive and rely
upon an Opinion of Counsel (at the expense of the Person seeking such
amendment) stating that the execution of such amendment is authorized or
permitted by this Agreement. The Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Trustee's own rights, duties
or immunities under this Agreement.

      Notwithstanding any provision of this Agreement to the contrary, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel, delivered by (and at the expense
of) the Person seeking such Amendment, to the effect that such amendment is
permitted hereunder and will not result in the imposition of a tax on any
REMIC constituting part of the Trust Fund pursuant to the REMIC Provisions or
cause any REMIC constituting part of the Trust to fail to qualify as a REMIC
at any time that any Certificates are outstanding and that the amendment is
being made in accordance with the terms hereof.

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

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


                                     127
<PAGE>

execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

      Section 11.02 Recordation of Agreement; Counterparts.

      To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer at the expense of the Trust, but only upon direction of
Certificateholders, accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.

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

      Section 11.03 Limitation on Rights of Certificateholders.

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

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

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



                                     128
<PAGE>

      Section 11.04 Governing Law; Jurisdiction.

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

      Section 11.05 Notices.

      All directions, demands and notices hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed
by first class mail, postage prepaid, or by express delivery service, to (a)
in the case of the Seller, Credit-Based Asset Servicing and Securitization
LLC, 335 Madison Avenue, 19th Floor, New York, New York 10017, Attention:
Director - Mortgage Finance (telecopy number (212) 850-7760), or such other
address or telecopy number as may hereafter be furnished to the Depositor and
the Trustee in writing by the Seller, (b) in the case of the Trustee, U.S.
Bank National Association, 60 Livingston Avenue, EP-MN-WS3D, St. Paul,
Minnesota 55107-2292, Attn: Structured Finance--Bond Securitization, L.L.C.,
Series 2005-CB7, or such other address as may hereafter be furnished to the
Depositor, the Seller and the Servicer in writing by the Trustee, (c) in the
case of the Depositor, Bond Securitization, L.L.C., 1 Bank One Plaza, Chicago,
Illinois 60670, Attention: C-BASS Mortgage Loan Asset-Backed Certificates,
Series 2005-CB7, or such other address as may be furnished to the Seller, the
Servicer and the Trustee in writing by the Depositor, and (d) in the case of
the Servicer, Litton Loan Servicing LP, 4828 Loop Central Drive, Houston,
Texas 77081, Attention: Janice McClure, or such other address as may be
furnished to the Seller, the Depositor and the Trustee in writing by the
Servicer. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Notice of any Servicer Event of
Termination shall be given by telecopy and by certified mail. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have duly been given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder shall also be mailed to the appropriate party in the
manner set forth above.

      Section 11.06 Severability of Provisions.

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

      Section 11.07 Article and Section References.

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



                                     129
<PAGE>

      Section 11.08 Notice to the Rating Agencies.

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

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

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

                  (iii) the resignation or termination of the Servicer or the
Trustee;

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

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

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

                  (vii) In addition, the Servicer shall promptly furnish to
each Rating Agency copies of the following:

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

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

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

      Any such notice pursuant to this Section 11.08 shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by
first class mail, postage prepaid, or by express delivery service to Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: Managing Director, Residential Mortgage-Backed Securities; Fitch
Ratings, One State Street Plaza, New York, New York 10004, Attention: Managing
Director, Residential Mortgage-Backed Securities; Standard & Poor's, a
division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New
York 10041, Attention: Mortgage Surveillance Group; and Dominion Bond Rating
Service, 55 Broadway, 15th Floor, New York, NY 10006.

      Section 11.09 Further Assurances.

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



                                     130
<PAGE>

      Section 11.10 Benefits of Agreement.

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

      Section 11.11 Acts of Certificateholders.

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

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

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

                     [SIGNATURE PAGES IMMEDIATELY FOLLOW]




                                     131
<PAGE>




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

                              BOND SECURITIZATION, L.L.C.,
                                    as Depositor



                              By:  /s/ Paul H. White
                                 ------------------------------------
                              Name:    Paul H. White
                              Title:   Vice President

                              CREDIT-BASED ASSET SERVICING AND
                                    SECURITIZATION LLC, as Seller



                              By:  /s/ Stephanie Sparvero
                                 ------------------------------------
                              Name:    Stephanie Sparvero
                              Title:   Vice President

                              LITTON LOAN SERVICING LP, as Servicer



                              By:  /s/ Janice McClure
                                 ------------------------------------
                              Name:  Janice McClure
                              Title: Senior Vice President

                              U.S. BANK NATIONAL ASSOCIATION, not in its
                                    individual capacity but solely as Trustee
                                    for the 2005-CB7 Trust, C-BASS Mortgage
                                    Loan Asset-Backed Certificates,
                                    Series 2005-CB7



                              By:  /s/ S. Christopherson
                                 ------------------------------------
                              Name:    S. Christopherson
                              Title:   Vice President



<PAGE>


                                  EXHIBIT A-1

                      FORM OF THE CLASS AF-1 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS AF-1

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class AF-1                      Original Class Certificate Principal Balance
                                                 of the Class AF-1 Certificates as of the
                                                 Closing Date:  $177,123,000.00
Pass-Through Rate:  5.208

Date of Pooling and Servicing Agreement and      Initial Certificate Principal Balance:
Cut-off Date: October 1, 2005                    $177,123,000.00

First Distribution Date: November 25, 2005       Servicer:  Litton Loan Servicing LP

No. 1                                            Trustee:  U.S. Bank National Association

CUSIP: 12489W PG3                                Closing Date:  November 9, 2005

ISIN: US12489WPG32
</TABLE>

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

                                     A-1-1



<PAGE>

ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

      This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class AF-1 Certificates) in that certain beneficial ownership interest
evidenced by all the Class AF-1 Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

      Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
AF-1 Certificates on such Distribution Date pursuant to the Agreement
provided, however, that if any Class AF-1 Certificate becomes a Definitive
Certificate, the Record Date for such Certificate will be the last Business
Day of the month immediately preceding the month in which the related
Distribution Date occurs.

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class AF-1 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.


                                    A-1-2
<PAGE>

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class AF-1 Certificates.

        The Class AF-1 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof


                                    A-1-3
<PAGE>

for all purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will
effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Principal Balance of the Mortgage Loans at the
time of purchase being 10% or less of the Cut-off Date Aggregate Principal
Balance.

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

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



                                    A-1-4
<PAGE>


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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                      Authorized Signatory

Date of authentication: November 9, 2005



                                    A-1-5
<PAGE>


                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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


                                    A-1-6
<PAGE>



                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _________________________________________________ (Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                     _______________________________________
                                     Signature by or on behalf of assignor

                                     _______________________________________
                                     Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to
__________________________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.


                                    A-1-7
<PAGE>

                                  EXHIBIT A-2

                      FORM OF THE CLASS AF-2 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS AF-2

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class AF-2                      Original Class Certificate Principal Balance
                                                 of the Class A1-2 Certificates as of the
                                                 Closing Date:  $101,220,000.00

Pass-Through Rate:  5.147%

Date of Pooling and Servicing Agreement and      Initial Certificate Principal Balance:

Cut-off Date:  October 1, 2005                   $101,220,000.00

First Distribution Date:  November 25, 2005      Servicer:  Litton Loan Servicing LP

No. 1                                            Trustee:  U.S. Bank National Association

CUSIP:  12489W PH1                               Closing Date:  November 9, 2005

ISIN:  US12489WPH15
</TABLE>

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



                                    A-2-1
<PAGE>


ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class AF-2 Certificates) in that certain beneficial ownership interest
evidenced by all the Class AF-2 Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
AF-2 Certificates on such Distribution Date pursuant to the Agreement
provided, however, that if any Class AF-2 Certificate becomes a Definitive
Certificate, the Record Date for such Certificate will be the last Business
Day of the month immediately preceding the month in which the related
Distribution Date occurs.

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class AF-2 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.



                                    A-2-2
<PAGE>

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class AF-2 Certificates.

        The Class AF-2 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof


                                    A-2-3
<PAGE>

for all purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will
effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Principal Balance of the Mortgage Loans at the
time of purchase being 10% or less of the Cut-off Date Aggregate Principal
Balance.

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

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


                                    A-2-4
<PAGE>


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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005



                                    A-2-5
<PAGE>



                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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




                                    A-2-6
<PAGE>



                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.



                                    A-2-7
<PAGE>


                                  EXHIBIT A-3

                        FORM OF CLASS AF-3 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS AF-3

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                            <C>
Series 2005-CB7, Class AF-3                      Original Class Certificate Principal Balance
                                                 of the Class AF-3 Certificates as of the
                                                 Closing Date:  $23,181,000.00

Pass-Through Rate: 5.545%

Date of Pooling and Servicing Agreement and      Initial Certificate Principal Balance:
Cut-off Date:  October 1, 2005                   $23,181,000.00

First Distribution Date:  November 25, 2005      Servicer:  Litton Loan Servicing LP

No. 1                                            Trustee:  U.S. Bank National Association

CUSIP:  12489W PJ 7                              Closing Date:  November 9, 2005

ISIN:  US12489WPJ70
</TABLE>

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



                                    A-3-1
<PAGE>

ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class AF-3 Certificates) in that certain beneficial ownership interest
evidenced by all the Class AF-3 Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
AF-3 Certificates on such Distribution Date pursuant to the Agreement
provided, however, that if any Class AF-3 Certificate becomes a Definitive
Certificate, the Record Date for such Certificate will be the last Business
Day of the month immediately preceding the month in which the related
Distribution Date occurs.

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class AF-3 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.



                                    A-3-2
<PAGE>

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class AF-3 Certificates.

        The Class AF-3 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof


                                    A-3-3
<PAGE>

for all purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will
effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Principal Balance of the Mortgage Loans at the
time of purchase being 10% or less of the Cut-off Date Aggregate Principal
Balance.

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

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



                                    A-3-4
<PAGE>


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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                      Authorized Signatory

Date of authentication: November 9, 2005



                                    A-3-5
<PAGE>



                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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



                                    A-3-6
<PAGE>




                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.



                                    A-3-7
<PAGE>


                                  EXHIBIT A-4

                        FORM OF CLASS AF-4 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS AF-4

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                            <C>
Series 2005-CB7, Class AF-4                     Original Class Certificate Principal Balance
                                                of the Class AF-4 Certificates as of the
                                                Closing Date:  $33,503,000.00

Pass-Through Rate:  5.434%

Date of Pooling and Servicing Agreement and     Initial Certificate Principal Balance:
Cut-off Date:  October 1, 2005                  $33,503,000.00

First Distribution Date:  November 25, 2005     Servicer:  Litton Loan Servicing LP

No. 1                                           Trustee:  U.S. Bank National Association

CUSIP:  12489W PK 4                             Closing Date:  November 9, 2005

ISIN:  US12489WPK44
</TABLE>

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





                                    A-4-1
<PAGE>

ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class AF-4 Certificates) in that certain beneficial ownership interest
evidenced by all the Class AF-4 Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
AF-4 Certificates on such Distribution Date pursuant to the Agreement
provided, however, that if any Class AF-4 Certificate becomes a Definitive
Certificate, the Record Date for such Certificate will be the last Business
Day of the month immediately preceding the month in which the related
Distribution Date occurs.

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class AF-4 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.



                                    A-4-2
<PAGE>

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class AF-4 Certificates.

        The Class AF-4 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof


                                    A-4-3
<PAGE>

for all purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will
effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Principal Balance of the Mortgage Loans at the
time of purchase being 10% or less of the Cut-off Date Aggregate Principal
Balance.

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

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


                                    A-4-4
<PAGE>



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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005


                                    A-4-5

<PAGE>



                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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



<PAGE>




                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.





<PAGE>


                                  EXHIBIT B-1

                   FORM OF CLASS B-1 CERTIFICATE (RULE 144A)

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC. ("THE DEPOSITOR"), THE TRUSTEE OR ANY SERVICER
REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE
REMIC REGULAR INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED OR INSURED BY THE DEPOSITOR, THE TRUSTEE, ANY SERVICER OR BY
ANY OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE
BY INQUIRY OF THE TRUSTEE.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS
AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED
IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING
AGREEMENT.

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED


                                    B-1-1
<PAGE>

UNLESS THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A
REPRESENTATION FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
("SIMILAR LAW") (COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING THIS CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH
PLAN, (B) A REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS
ACQUIRING THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL
ACCOUNT" AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 95-60, AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED
AND EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) SOLELY IN THE CASE
OF A DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE
AND THE CERTIFICATE REGISTRAR, AND UPON WHICH THE TRUSTEE AND THE CERTIFICATE
REGISTRAR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND
HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL NOT RESULT IN A NONEXEMPT
PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR
A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN BY SUCH ENTITIES IN THE AGREEMENT REFERRED TO HEREIN, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE CERTIFICATE REGISTRAR, THE
DEPOSITOR, THE SERVICER OR THE TRUSTEE.



                                    B-1-2
<PAGE>


                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS B-1

                                  (RULE 144A)

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class B-1                       Original Class Certificate Principal Balance
                                                 of the Class B-1 Certificates as of the
                                                 Closing Date:  $6,735,000.00
Pass-Through Rate:  Variable(1)

Date of Pooling and Servicing Agreement and      Initial Certificate Principal Balance:
Cut-off Date:  October 1, 2005                   $6,735,000.00

First Distribution Date:  November 25, 2005      Servicer:  Litton Loan Servicing LP

No. 1                                            Trustee:  U.S. Bank National Association

CUSIP:  12489W PS 7                              Closing Date: November 9, 2005

ISIN:  US12489WPS79
</TABLE>

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class B-1 Certificates) in that certain beneficial ownership interest
evidenced by all the Class B-1 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to

---------
(1)     Subject to a cap as described in the Agreement.


                                    B-1-3
<PAGE>

the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

        Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
B-1 Certificates on such Distribution Date pursuant to the Agreement provided,
however, that if any Class B-1 Certificate becomes a Definitive Certificate,
the Record Date for such Certificate will be the last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs.

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class B-5 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.

        The Class B-1 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR
Determination Date, plus the Class B-1 Certificate Margin, (ii) the Net WAC
Cap and (iii) the Maximum Rate Cap.

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class B-1 Certificates.

        The Class B-1 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6
Certificates as described in the Agreement.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the



                                    B-1-4
<PAGE>

Seller and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Servicer, the Seller and the Trustee with the
consent of the Holders of Certificates entitled to the Voting Rights
identified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of
such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

        No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities
laws, or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory
to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Certificate Registrar and
the Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws. Each
Person who acquires this Certificate or an interest therein shall be deemed to
have made the representations required by the representation letter referred
to in this paragraph, unless such Person shall have provided such
representation letter referred to in this paragraph to the Certificate
Registrar.



                                    B-1-5
<PAGE>

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will
effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Principal Balance of the Mortgage Loans at the
time of purchase being 10% or less of the Cut-off Date Aggregate Principal
Balance.

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

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




                                    B-1-6
<PAGE>


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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005


                                    B-1-7
<PAGE>



                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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


                                    B-1-8
<PAGE>


                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.




                                    B-1-9
<PAGE>


                                  EXHIBIT B-2

                   FORM OF CLASS B-2 CERTIFICATE (RULE 144A)

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC. ("THE DEPOSITOR"), THE TRUSTEE OR ANY SERVICER
REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE
REMIC REGULAR INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED OR INSURED BY THE DEPOSITOR, THE TRUSTEE, ANY SERVICER OR BY
ANY OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE
BY INQUIRY OF THE TRUSTEE.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS
AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED
IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING
AGREEMENT.

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED



                                    B-2-1
<PAGE>

UNLESS THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A
REPRESENTATION FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
("SIMILAR LAW") (COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING THIS CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH
PLAN, (B) A REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS
ACQUIRING THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL
ACCOUNT" AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 95-60, AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED
AND EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) SOLELY IN THE CASE
OF A DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE
AND THE CERTIFICATE REGISTRAR, AND UPON WHICH THE TRUSTEE AND THE CERTIFICATE
REGISTRAR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND
HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL NOT RESULT IN A NONEXEMPT
PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR
A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN BY SUCH ENTITIES IN THE AGREEMENT REFERRED TO HEREIN, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE CERTIFICATE REGISTRAR, THE
DEPOSITOR, THE SERVICER OR THE TRUSTEE.



                                    B-2-2
<PAGE>



                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS B-2

                                  (RULE 144A)

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class B-2                       Original Class Certificate Principal Balance
                                                 of the Class B-2 Certificates as of the
                                                 Closing Date:  $5,432,000.00

Pass-Through Rate:  Variable(1)

Date of Pooling and Servicing Agreement and      Initial Certificate Principal Balance:
Cut-off Date:  October 1, 2005                   $5,432,000.00

First Distribution Date:  November 25, 2005      Servicer:  Litton Loan Servicing LP

No. 1                                            Trustee:  U.S. Bank National Association

CUSIP:  12489W PT 5                              Closing Date:  November 9, 2005

ISIN:  US12489WPT52
</TABLE>

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class B-2 Certificates) in that certain beneficial ownership interest
evidenced by all the Class B-2 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to


---------
(1)     Subject to a cap as described in the Agreement.



                                    B-2-3
<PAGE>

the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

        Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
B-2 Certificates on such Distribution Date pursuant to the Agreement provided,
however, that if any Class B-2 Certificate becomes a Definitive Certificate,
the Record Date for such Certificate will be the last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs.

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class B-2 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.

        The Class B-2 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR
Determination Date, plus the Class B-2 Certificate Margin, (ii) the Net WAC
Cap and (iii) the Maximum Rate Cap.

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class B-2 Certificates.

        The Class B-2 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class B-1
Certificates as described in the Agreement.



                                    B-2-4
<PAGE>

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

        No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities
laws, or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory
to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Certificate Registrar and
the Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws. Each
Person who acquires this Certificate or an interest therein shall be deemed to
have made the representations required by the representation letter referred
to in this paragraph, unless


                                    B-2-5
<PAGE>

such Person shall have provided such representation letter referred to in this
paragraph to the Certificate Registrar.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will
effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Principal Balance of the Mortgage Loans at the
time of purchase being 10% or less of the Cut-off Date Aggregate Principal
Balance.

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

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


                                    B-2-6
<PAGE>


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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005


                                    B-2-7
<PAGE>



                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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



                                    B-2-8
<PAGE>


                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.



                                    B-2-9
<PAGE>

                                  EXHIBIT B-3

                     FORM OF CLASS B-3 (144A) CERTIFICATE

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC. ("THE DEPOSITOR"), THE TRUSTEE OR ANY SERVICER
REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE
REMIC REGULAR INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED OR INSURED BY THE DEPOSITOR, THE TRUSTEE, ANY SERVICER OR BY
ANY OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE
BY INQUIRY OF THE TRUSTEE.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS
AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED
IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING
AGREEMENT.

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED



                                    B-3-1
<PAGE>

UNLESS THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A
REPRESENTATION FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
("SIMILAR LAW") (COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING THIS CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH
PLAN, (B) A REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS
ACQUIRING THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL
ACCOUNT" AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 95-60, AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED
AND EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) SOLELY IN THE CASE
OF A DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE
AND THE CERTIFICATE REGISTRAR, AND UPON WHICH THE TRUSTEE AND THE CERTIFICATE
REGISTRAR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND
HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL NOT RESULT IN A NONEXEMPT
PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR
A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN BY SUCH ENTITIES IN THE AGREEMENT REFERRED TO HEREIN, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE CERTIFICATE REGISTRAR, THE
DEPOSITOR, THE SERVICER OR THE TRUSTEE.



                                     B-3-2
<PAGE>


                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS B-3

                                  (RULE 144A)

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class B-3                       Original Class Certificate Principal Balance
                                                 of the Class B-3 Certificates as of the
                                                 Closing Date:  $4,997,000.00

Pass-Through Rate:  Variable(1)

Date of Pooling and Servicing Agreement and      Initial Certificate Principal Balance:
Cut-off Date:  October 1, 2005                    $4,997,000.00

First Distribution Date:  November 25, 2005      Servicer:  Litton Loan Servicing LP

No. 1                                            Trustee:  U.S. Bank National Association

CUSIP:  12489W PU 2                              Closing Date:  November 9, 2005

ISIN:  12489WPU26
</TABLE>

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class B-3 Certificates) in that certain beneficial ownership interest
evidenced by all the Class B-3 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to


---------
(1)     Subject to a cap as described in the Agreement.



                                    B-3-3
<PAGE>

the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

        Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
B-3 Certificates on such Distribution Date pursuant to the Agreement provided,
however, that if any Class B-3 Certificate becomes a Definitive Certificate,
the Record Date for such Certificate will be the last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs.

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class B-3 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.

        The Class B-3 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR
Determination Date, plus the Class B-3 Certificate Margin, (ii) the Net WAC
Cap and (iii) the Maximum Rate Cap.

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class B-3 Certificates.

        The Class B-3 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1
and Class B-2 Certificates as described in the Agreement.



                                    B-3-4
<PAGE>

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

        No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities
laws, or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory
to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Certificate Registrar and
the Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws. Each
Person who acquires this Certificate or an interest therein shall be deemed to
have made the representations required by the representation letter referred
to in this paragraph, unless


                                    B-3-5
<PAGE>

such Person shall have provided such representation letter referred to in this
paragraph to the Certificate Registrar.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will
effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Principal Balance of the Mortgage Loans at the
time of purchase being 10% or less of the Cut-off Date Aggregate Principal
Balance.

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

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



                                    B-3-6
<PAGE>



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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                         Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005



                                    B-3-7
<PAGE>



                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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




                                    B-3-8
<PAGE>



                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.






                                    B-3-9
<PAGE>


                                  EXHIBIT B-4

                     FORM OF CLASS B-4 CERTIFICATE (144A)

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC. ("THE DEPOSITOR"), THE TRUSTEE OR ANY SERVICER
REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE
REMIC REGULAR INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED OR INSURED BY THE DEPOSITOR, THE TRUSTEE, ANY SERVICER OR BY
ANY OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE
BY INQUIRY OF THE TRUSTEE.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS
AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED
IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING
AGREEMENT.

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED



                                    B-4-1
<PAGE>

UNLESS THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A
REPRESENTATION FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
("SIMILAR LAW") (COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING THIS CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH
PLAN, (B) A REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS
ACQUIRING THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL
ACCOUNT" AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 95-60, AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED
AND EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) SOLELY IN THE CASE
OF A DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE
AND THE CERTIFICATE REGISTRAR, AND UPON WHICH THE TRUSTEE AND THE CERTIFICATE
REGISTRAR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND
HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL NOT RESULT IN A NONEXEMPT
PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR
A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN BY SUCH ENTITIES IN THE AGREEMENT REFERRED TO HEREIN, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE CERTIFICATE REGISTRAR, THE
DEPOSITOR, THE SERVICER OR THE TRUSTEE.




                                    B-4-2
<PAGE>



                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS B-4

                                  (RULE 144A)

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class B-4                       Original Class Certificate Principal Balance
                                                 of the Class B-4 Certificates as of the
                                                 Closing Date:  $6,301,000.00

Pass-Through Rate:  6.00%

Date of Pooling and Servicing Agreement and      Initial Certificate Principal Balance:
Cut-off Date:  October 1, 2005                   $6,301,000.00

First Distribution Date:  November 25, 2005      Servicer:  Litton Loan Servicing LP

No. 1                                            Trustee:  U.S. Bank National Association

CUSIP:  12489W PV 0                              Closing Date:  November 9, 2005

ISIN:  US12489WPV09
</TABLE>

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class B-4 Certificates) in that certain beneficial ownership interest
evidenced by all the Class B-4 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.



                                    B-4-3
<PAGE>

        Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
B-4 Certificates on such Distribution Date pursuant to the Agreement provided,
however, that if any Class B-4 Certificate becomes a Definitive Certificate,
the Record Date for such Certificate will be the last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs.

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class B-4 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.

        The Class B-4 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) the Class B-4 Pass-Through Rate (ii)
the Net WAC Rate Cap and (iii) the Maximum Rate Cap.

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class B-4 Certificates.

        The Class B-5 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1,
Class B-2 and Class B-3 Certificates as described in the Agreement.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to


                                    B-4-4
<PAGE>

the Voting Rights identified in the Agreement. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon
all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

        No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities
laws, or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory
to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Certificate Registrar and
the Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws. Each
Person who acquires this Certificate or an interest therein shall be deemed to
have made the representations required by the representation letter referred
to in this paragraph, unless such Person shall have provided such
representation letter referred to in this paragraph to the Certificate
Registrar.



                                    B-4-5
<PAGE>

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will
effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Principal Balance of the Mortgage Loans at the
time of purchase being 10% or less of the Cut-off Date Aggregate Principal
Balance.

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

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



                                    B-4-6
<PAGE>



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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005



                                    B-4-7
<PAGE>



                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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




                                    B-4-8
<PAGE>




                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.



                                    B-4-9
<PAGE>



                                  EXHIBIT B-5

                     FORM OF CLASS B-5 CERTIFICATE (144A)

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC. ("THE DEPOSITOR"), THE TRUSTEE OR ANY SERVICER
REFERRED TO BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE
REMIC REGULAR INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS
ARE GUARANTEED OR INSURED BY THE DEPOSITOR, THE TRUSTEE, ANY SERVICER OR BY
ANY OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE
BY INQUIRY OF THE TRUSTEE.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS
AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED
IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING
AGREEMENT.

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED



                                    B-5-1
<PAGE>

UNLESS THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A
REPRESENTATION FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
("SIMILAR LAW") (COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY
ACQUIRING THIS CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH
PLAN, (B) A REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS
ACQUIRING THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL
ACCOUNT" AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 95-60, AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED
AND EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) SOLELY IN THE CASE
OF A DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE
AND THE CERTIFICATE REGISTRAR, AND UPON WHICH THE TRUSTEE AND THE CERTIFICATE
REGISTRAR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND
HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL NOT RESULT IN A NONEXEMPT
PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR
A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE UNDERTAKEN BY SUCH ENTITIES IN THE AGREEMENT REFERRED TO HEREIN, WHICH
OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE CERTIFICATE REGISTRAR, THE
DEPOSITOR, THE SERVICER OR THE TRUSTEE.




                                    B-5-2
<PAGE>


                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS B-5

                                  (RULE 144A)

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class B-5                       Original Class Certificate Principal Balance
                                                 of the Class B-5 Certificates as of the
                                                 Closing Date:  $4,997,000.00

Pass-Through Rate:  6.00%

Date of Pooling and Servicing Agreement and      Initial Certificate Principal Balance:
Cut-off Date:  October 1, 2005                   $4,997,000.00

First Distributiohn Date:  November 25, 2005      Servicer:  Litton Loan Servicing LP

No. 1                                             Trustee:  U.S. Bank National Association

CUSIP:  12498W PW 8                               Closing Date:  November 9, 2005

ISIN:  US12489WPW81
</TABLE>

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class B-5 Certificates) in that certain beneficial ownership interest
evidenced by all the Class B-5 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.



                                    B-5-3
<PAGE>

        Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
B-5 Certificates on such Distribution Date pursuant to the Agreement provided,
however, that if any Class B-5 Certificate becomes a Definitive Certificate,
the Record Date for such Certificate will be the last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs.

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class B-5 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.

        The Class B-5 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) the Class B-5 Pass-Through Rate (ii)
the Net WAC Rate Cap and (iii) the Maximum Rate Cap.

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class B-5 Certificates.

        The Class B-5 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3
and Class B-4 Certificates as described in the Agreement.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to



                                    B-5-4
<PAGE>

the Voting Rights identified in the Agreement. Any such consent by the Holder
of this Certificate shall be conclusive and binding on such Holder and upon
all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

        No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities
laws, or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory
to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Certificate Registrar and
the Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws. Each
Person who acquires this Certificate or an interest therein shall be deemed to
have made the representations required by the representation letter referred
to in this paragraph, unless such Person shall have provided such
representation letter referred to in this paragraph to the Certificate
Registrar.



                                    B-5-5
<PAGE>

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will
effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Principal Balance of the Mortgage Loans at the
time of purchase being 10% or less of the Cut-off Date Aggregate Principal
Balance.

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

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




                                    B-5-6
<PAGE>



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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                       Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005


                                    B-5-7
<PAGE>



                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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



                                    B-5-8
<PAGE>



                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.




                                    B-5-9
<PAGE>



                                 EXHIBIT C-1-1

                          FORM OF CLASS R CERTIFICATE

THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN MULTIPLE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF THIS
SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS R CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CLASS R CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE
AND THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A REPRESENTATION FROM THE
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT
TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL
LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS
CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN.

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (1) AN AFFIDAVIT TO THE
CERTIFICATE REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE



                                   C-1-1-1
<PAGE>

FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT OF
A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
THE ASSESSMENT OR COLLECTION OF TAX, AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR
ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF A CLASS R CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE AGREEMENT REFERRED TO
HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM
ACQUIRING BENEFICIAL OWNERSHIP OF THIS CLASS R CERTIFICATE.




                                   C-1-1-2
<PAGE>



                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2005-CB7, CLASS R

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class R                         Servicer:  Litton Loan Servicing LP

Date of Pooling and Servicing Agreement and      Trustee:  U.S. Bank National Association
Cut-off Date:  October 1, 2005

First Distribution Date:  November 25, 2005      Closing Date:  November 9, 2005

No. 1                                            CUSIP:  12489W PZ 1

Percentage Interest:  100%                       ISIN:  12489WPZ13
</TABLE>

        THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
        INTEREST IN BOND SECURITIZATION, L.L.C., INC., THE SERVICER,
        THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
        NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
        STATES.

        This certifies that [ ] is the registered owner of a Percentage
Interest set forth above in that certain beneficial ownership interest
evidenced by all the Class R Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

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

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate


                                   C-1-1-3
<PAGE>

Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class R Certificates the aggregate Percentage Interest of which is in excess
of a 66% Percentage Interest of the Class R Certificates, or by check mailed
by first class mail to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, provided that the
Certificate Registrar may deduct a reasonable wire transfer fee from any
payment made by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of the pendency of such distribution and only upon presentation and surrender
of this Certificate at the office or agency appointed by the Trustee for that
purpose as provided in the Agreement.

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

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

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.



                                   C-1-1-4
<PAGE>

        No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities
laws, or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory
to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Certificate Registrar and
the Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.

        No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested that are subject to the fiduciary
responsibility provisions of ERISA and Section 4975 of the Code ("Plans") or
any person who is directly or indirectly purchasing the Certificate or
interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan.

        The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of
the Agreement and to any amendment of the Agreement deemed necessary by
counsel of the Depositor to ensure that the transfer of this Certificate to
any Person other than a Permitted Transferee or any other Person will not
cause any REMIC provided for in the Trust Agreement to cease to qualify as a
REMIC or cause the imposition of a tax upon the Trust.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.



                                   C-1-1-5
<PAGE>

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will
effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Principal Balance of the Mortgage Loans at the
time of purchase being 10% or less of the Cut-off Date Aggregate Principal
Balance.

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

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




                                   C-1-1-6
<PAGE>



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

Dated: November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                       Authorized Officer


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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005


                                   C-1-1-7
<PAGE>



                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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



                                   C-1-1-8
<PAGE>



                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.





                                   C-1-1-9
<PAGE>


                                 EXHIBIT C-1-2

                         FORM OF CLASS R-X CERTIFICATE

THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN MULTIPLE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

THIS CLASS R-X CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF THIS
SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS R-X CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS R-X CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CLASS R-X CERTIFICATE SHALL BE REGISTERED UNLESS THE
TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A REPRESENTATION
FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS
NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT
TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL
LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS
CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN.

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-X CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (1) AN AFFIDAVIT TO THE
CERTIFICATE REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE


                                   C-1-2-1
<PAGE>

FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT OF
A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
THE ASSESSMENT OR COLLECTION OF TAX, AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR
ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R-X CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF A CLASS R-X CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE AGREEMENT REFERRED TO
HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM
ACQUIRING BENEFICIAL OWNERSHIP OF THIS CLASS R-X CERTIFICATE.



                                   C-1-2-2
<PAGE>



                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS R-X

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class R-X                       Servicer:  Litton Loan Servicing LP

Date of Pooling and Servicing Agreement and      Trustee:  U.S. Bank National Association
Cut-off Date:  October 1, 2005

First Distribution Date:  November 25, 2005      Closing Date:  November 9, 2005

No. 1                                            CUSIP:  12489W QA 5

Percentage Interest:  100%                       ISIN:  12489WQA52
</TABLE>

        THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
        INTEREST IN BOND SECURITIZATION, L.L.C., INC., THE SERVICER,
        THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
        NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
        STATES.

        This certifies that CMI Investors 2, LP is the registered owner of a
Percentage Interest set forth above in that certain beneficial ownership
interest evidenced by all the Class R-X Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

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

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate


                               C-1-2-3
<PAGE>

Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class R-X Certificates the aggregate Percentage Interest of which is in excess
of a 66% Percentage Interest of the Class R-X Certificates, or by check mailed
by first class mail to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register, provided that the
Certificate Registrar may deduct a reasonable wire transfer fee from any
payment made by wire transfer. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of the pendency of such distribution and only upon presentation and surrender
of this Certificate at the office or agency appointed by the Trustee for that
purpose as provided in the Agreement.

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

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

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for



                               C-1-2-4
<PAGE>

new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering
the same.

        No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities
laws, or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory
to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Certificate Registrar and
the Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.

        No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested that are subject to the fiduciary
responsibility provisions of ERISA and Section 4975 of the Code ("Plans") or
any person who is directly or indirectly purchasing the Certificate or
interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan.

        The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of
the Agreement and to any amendment of the Agreement deemed necessary by
counsel of the Depositor to ensure that the transfer of this Certificate to
any Person other than a Permitted Transferee or any other Person will not
cause any REMIC provided for in the Trust Agreement to cease to qualify as a
REMIC or cause the imposition of a tax upon the Trust.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof


                                   C-1-2-5
<PAGE>

for all purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will
effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Principal Balance of the Mortgage Loans at the
time of purchase being 10% or less of the Cut-off Date Aggregate Principal
Balance.

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

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




                                   C-1-2-6
<PAGE>


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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005


                                   C-1-2-7
<PAGE>


                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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




                                   C-1-2-8
<PAGE>



                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.

                                   C-1-2-9


<PAGE>


                                  EXHIBIT C-2

                         FORM OF CLASS M-1 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW")
(COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS
CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A
REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING
THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
95-60, AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED AND
EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) SOLELY IN THE CASE OF A
DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AND
THE CERTIFICATE REGISTRAR, AND UPON WHICH THE TRUSTEE AND THE CERTIFICATE
REGISTRAR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND
HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL NOT RESULT IN A NONEXEMPT
PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR
A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO
THOSE

                                    C-2-1
<PAGE>

UNDERTAKEN BY SUCH ENTITIES IN THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION
OF COUNSEL SHALL NOT BE AN EXPENSE OF THE CERTIFICATE REGISTRAR, THE
DEPOSITOR, THE SERVICER OR THE TRUSTEE.

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




                                    C-2-2
<PAGE>


                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS M-1

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class M-1                        Original Class Certificate Principal Balance
                                                  of the Class M-1 Certificates as of the
                                                  Closing Date:  $14,122,000.00

Pass-Through Rate:  Variable(1)

Date of Pooling and Servicing Agreement and      Initial Certificate Principal Balance:
Cut-off Date:  October 1, 2005                    $14,122,000.00

First Distribution Date:  November 25, 2005       Servicer:  Litton Loan Servicing LP

No. 1                                             Trustee:  U.S. Bank National Association

CUSIP:  12489W PL 2                               Closing Date:  November 9, 2005

ISIN:  US1249WPL27
</TABLE>

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class M-1 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-1 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.


---------
(1)     Subject to a cap as described in the Agreement.


                                    C-2-3
<PAGE>

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

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class M-1 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.

        The Class M-1 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR
Determination Date, plus the Class M-1 Certificate Margin, (ii) the Net WAC
Cap and (iii) the Maximum Rate Cap.

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class M-1 Certificates.

        The Class M-1 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        This Certificate is subordinated in right of payment to the Class A
Certificates as described in the Agreement.

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


                                    C-2-4
<PAGE>

hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will
effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Principal Balance of the Mortgage Loans at the
time of purchase being 10% or less of the Cut-off Date Aggregate Principal
Balance.

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



                                    C-2-5
<PAGE>

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




                                    C-2-6
<PAGE>



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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005



                                    C-2-7
<PAGE>



                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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


                                    C-2-8
<PAGE>

                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.



                                    C-2-9
<PAGE>


                                  EXHIBIT C-3

                         FORM OF CLASS M-2 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS
M-1 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW")
(COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS
CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A
REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING
THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
95-60, AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED AND
EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) SOLELY IN THE CASE OF A
DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AND
THE CERTIFICATE REGISTRAR, AND UPON WHICH THE TRUSTEE AND THE CERTIFICATE
REGISTRAR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND
HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL NOT RESULT IN A NONEXEMPT
PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR
A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE



                                    C-3-1
<PAGE>

SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY
SUCH ENTITIES IN THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE
SERVICER OR THE TRUSTEE.

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

                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS M-2

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class M-2                       Original Class Certificate Principal Balance
                                                 of the Class M-2 Certificates as of the
                                                 Closing Date:  $14,122,000.00

Pass-Through Rate:  Variable(1)

Date of Pooling and Servicing Agreement and      Initial Certificate Principal Balance:
Cut-off Date:  October 1, 2005                    $14,122,000.00

First Distribution Date:  November 25, 2005      Servicer:  Litton Loan Servicing LP

No. 1                                            Trustee:  U.S. Bank National Association

CUSIP:  12489W PM 0                              Closing Date:  November 9, 2005

ISIN:  US12489WPM00
</TABLE>

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

---------
(1)     Subject to a cap as described in the Agreement.



                                    C-3-2
<PAGE>

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class M-2 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-2 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

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

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class M-2 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.

        The Class M-2 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR
Determination Date, plus the Class M-2 Certificate Margin, (ii) the Net WAC
Cap and (iii) the Maximum Rate Cap.

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class M-2 Certificates.

        The Class M-2 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to


                                    C-3-3
<PAGE>

Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        This Certificate is subordinated in right of payment to the Class A
and Class M-1 Certificates as described in the Agreement.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the


                                    C-3-4
<PAGE>

final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Fund, and (ii) the purchase by
the party designated in the Agreement at a price determined as provided in the
Agreement from the Trust Fund of all Mortgage Loans and all property acquired
in respect of such Mortgage Loans. The Agreement permits, but does not
require, the party designated in the Agreement to purchase from the Trust Fund
all Mortgage Loans and all property acquired in respect of any Mortgage Loan
at a price determined as provided in the Agreement. The exercise of such right
will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Principal Balance of the Mortgage Loans
at the time of purchase being 10% or less of the Cut-off Date Aggregate
Principal Balance.

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

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




                                    C-3-5
<PAGE>


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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005




                                    C-3-6
<PAGE>



                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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




                                    C-3-7
<PAGE>




                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.






                                    C-3-8
<PAGE>


                                  EXHIBIT C-4

                         FORM OF CLASS M-3 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW")
(COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS
CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A
REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING
THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
95-60, AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED AND
EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) SOLELY IN THE CASE OF A
DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AND
THE CERTIFICATE REGISTRAR, AND UPON WHICH THE TRUSTEE AND THE CERTIFICATE
REGISTRAR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND
HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL NOT RESULT IN A NONEXEMPT
PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR
A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE



                                    C-4-1
<PAGE>

SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY
SUCH ENTITIES IN THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE
SERVICER OR THE TRUSTEE.

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

                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS M-3

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class M-3                       Original Class Certificate Principal Balance
                                                 of the Class M-3 Certificates as of the
                                                 Closing Date:  $9,777,000.00

Pass-Through Rate:  Variable(1)

Date of Pooling and Servicing Agreement and      Initial Certificate Principal Balance:
Cut-off Date:  October 1, 2005                   $9,777,000.00

First Distribution Date:  October 25,2005        Servicer:  Litton Loan Servicing LP

No. 1                                            Trustee:  U.S. Bank National Association

CUSIP:  12489W PN 8                              Closing Date:  November 9, 2005

ISIN:  US12489WPN82
</TABLE>

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

---------
(1)     Subject to a cap as described in the Agreement.



                                    C-4-2
<PAGE>

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class M-3 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-3 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

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

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class M-3 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.

        The Class M-3 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR
Determination Date, plus the Class M-3 Certificate Margin, (ii) the Net WAC
Cap and (iii) the Maximum Rate Cap.

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class M-3 Certificates.

        The Class M-3 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to


                                    C-4-3
<PAGE>

Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        This Certificate is subordinated in right of payment to the Class A,
Class M-1 and Class M-2 Certificates as described in the Agreement.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the


                                    C-4-4
<PAGE>

final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Fund, and (ii) the purchase by
the party designated in the Agreement at a price determined as provided in the
Agreement from the Trust Fund of all Mortgage Loans and all property acquired
in respect of such Mortgage Loans. The Agreement permits, but does not
require, the party designated in the Agreement to purchase from the Trust Fund
all Mortgage Loans and all property acquired in respect of any Mortgage Loan
at a price determined as provided in the Agreement. The exercise of such right
will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Principal Balance of the Mortgage Loans
at the time of purchase being 10% or less of the Cut-off Date Aggregate
Principal Balance.

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

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



                                    C-4-5
<PAGE>



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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005



                                    C-4-6
<PAGE>



                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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




                                    C-4-7
<PAGE>




                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.





                                    C-4-8
<PAGE>


                                  EXHIBIT C-5

                         FORM OF CLASS M-4 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW")
(COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS
CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A
REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING
THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
95-60, AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED AND
EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) SOLELY IN THE CASE OF A
DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AND
THE CERTIFICATE REGISTRAR, AND UPON WHICH THE TRUSTEE AND THE CERTIFICATE
REGISTRAR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND
HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL NOT RESULT IN A NONEXEMPT
PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR
A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE



                                    C-5-1
<PAGE>

SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN BY SUCH ENTITIES IN THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION
OF COUNSEL SHALL NOT BE AN EXPENSE OF THE CERTIFICATE REGISTRAR, THE
DEPOSITOR, THE SERVICER OR THE TRUSTEE.

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

                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS M-4

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class M-4                       Original Class Certificate Principal Balance
                                                 of the Class M-4 Certificates as of the
                                                 Closing Date:  $7,604,000.00

Pass-Through Rate:  Variable(1)

Date of Pooling and Servicing Agreement and      Initial Certificate Principal Balance:
Cut-off Date:  October 1, 2005                    $7,604,000.00

First Distribution Date:  November 25, 2005       Servicer:  Litton Loan Servicing LP

No. 1                                             Trustee:  U.S. Bank National Association

CUSIP: 12489W PP 3                                Closing Date:  November 9, 2005

ISIN: US12489WPP31
</TABLE>

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

---------
(1)     Subject to a cap as described in the Agreement.


                                    C-5-2
<PAGE>

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class M-4 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-4 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

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

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class M-4 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.

        The Class M-4 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR
Determination Date, plus the Class M-4 Certificate Margin, (ii) the Net WAC
Cap and (iii) the Maximum Rate Cap.

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class M-4 Certificates.

        The Class M-4 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to



                                    C-5-3
<PAGE>

Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2 and Class M-3 Certificates as described in the Agreement.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the


                                    C-5-4
<PAGE>

final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Fund, and (ii) the purchase by
the party designated in the Agreement at a price determined as provided in the
Agreement from the Trust Fund of all Mortgage Loans and all property acquired
in respect of such Mortgage Loans. The Agreement permits, but does not
require, the party designated in the Agreement to purchase from the Trust Fund
all Mortgage Loans and all property acquired in respect of any Mortgage Loan
at a price determined as provided in the Agreement. The exercise of such right
will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Principal Balance of the Mortgage Loans
at the time of purchase being 10% or less of the Cut-off Date Aggregate
Principal Balance.

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

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




                                    C-5-5
<PAGE>



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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005





                                    C-5-6
<PAGE>


                                     C-5-7

                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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





                                    C-5-7
<PAGE>

                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.




                                     C-5-8
<PAGE>


                                  EXHIBIT C-6

                         FORM OF CLASS M-5 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
M-1, CLASS M-2, CLASS M-3, CLASS M-4 CERTIFICATES AS DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW")
(COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS
CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A
REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING
THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
95-60, AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED AND
EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) SOLELY IN THE CASE OF A
DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AND
THE CERTIFICATE REGISTRAR, AND UPON WHICH THE TRUSTEE AND THE CERTIFICATE
REGISTRAR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND
HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL NOT RESULT IN A NONEXEMPT
PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR
A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE


                                    C-6-1
<PAGE>

SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY
SUCH ENTITIES IN THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE
SERVICER OR THE TRUSTEE.

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

                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS M-5

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class M-5                       Original Class Certificate Principal Balance
                                                 of the Class M-5 Certificates as of the
                                                 Closing Date:  $7,604,000.00

Pass-Through Rate:  Variable(1)

Date of  Pooling  and  Servicing  Agreement and  Initial Certificate Principal Balance:
Cut-off Date:  October 1, 2005                   $7,604,000.00

First Distribution Date:  November 25, 2005      Servicer:  Litton Loan Servicing LP

No. 1                                            Trustee:  U.S. Bank National Association

CUSIP: 12489W PQ 1                               Closing Date:  November 9, 2005

ISIN: US12489WPQ14
</TABLE>

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

---------
(1)     Subject to a cap as described in the Agreement.



                                    C-6-2
<PAGE>

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class M-5 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-5 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

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

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class M-5 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.

        The Class M-5 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR
Determination Date, plus the Class M-5 Certificate Margin, (ii) the Net WAC
Cap and (iii) the Maximum Rate Cap.

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class M-5 Certificates.

        The Class M-5 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to


                                    C-6-3
<PAGE>

Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3 and Class M-4 Certificates as described in the
Agreement.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the


                                    C-6-4
<PAGE>

final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Fund, and (ii) the purchase by
the party designated in the Agreement at a price determined as provided in the
Agreement from the Trust Fund of all Mortgage Loans and all property acquired
in respect of such Mortgage Loans. The Agreement permits, but does not
require, the party designated in the Agreement to purchase from the Trust Fund
all Mortgage Loans and all property acquired in respect of any Mortgage Loan
at a price determined as provided in the Agreement. The exercise of such right
will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Principal Balance of the Mortgage Loans
at the time of purchase being 10% or less of the Cut-off Date Aggregate
Principal Balance.

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

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




                                    C-6-5
<PAGE>


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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005



                                    C-6-6
<PAGE>



                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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





                                    C-6-7
<PAGE>



                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.



                                    C-6-8
<PAGE>



                                  EXHIBIT C-7

                         FORM OF CLASS M-6 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
M-1, CLASS M-2, CLASS M-3, CLASS M-4 AND CLASS M-5 CERTIFICATES AS DESCRIBED
IN THE AGREEMENT REFERRED TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW")
(COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS
CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A
REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING
THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
95-60, AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED AND
EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) SOLELY IN THE CASE OF A
DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AND
THE CERTIFICATE REGISTRAR, AND UPON WHICH THE TRUSTEE AND THE CERTIFICATE
REGISTRAR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND
HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL NOT RESULT IN A NONEXEMPT
PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, OR
A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE CERTIFICATE REGISTRAR,
THE DEPOSITOR, THE


                                    C-7-1
<PAGE>

SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY
SUCH ENTITIES IN THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE
SERVICER OR THE TRUSTEE.

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

                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                          SERIES 2005-CB7, CLASS M-6

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class M-6                       Original Class Certificate Principal Balance
                                                 of the Class M-6 Certificates as of the
                                                 Closing Date:  $6,301,000.00
Pass-Through Rate:  Variable(1)

Date of Pooling and Servicing Agreement and      Initial Certificate Principal Balance:
Cut-off Date:  October 1, 2005                   $6,301,000.00

First Distribution Date:  November 25, 2005      Servicer:  Litton Loan Servicing LP

No. 1                                            Trustee:  U.S. Bank National Association

CUSIP: 12489W PR 9                               Closing Date:  November 9, 2005

ISIN: US12489WPR96
</TABLE>

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

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

---------
(1)     Subject to a cap as described in the Agreement.





                                    C-7-2
<PAGE>


        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of
this Certificate by the Original Class Certificate Principal Balance of the
Class M-6 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-6 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of Class M-6 Certificates on
such Distribution Date pursuant to the Agreement.

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class M-6 Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of $5,000,000, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar
may deduct a reasonable wire transfer fee from any payment made by wire
transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in the Agreement.

        The Class M-6 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR
Determination Date, plus the Class M-6 Certificate Margin, (ii) the Net WAC
Cap and (iii) the Maximum Rate Cap.

        This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and
representing a Percentage Interest in the Class M-6 Certificates.

        The Class M-6 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than distributions to


                                    C-7-3
<PAGE>

Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

        This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates as
described in the Agreement.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the


                                    C-7-4
<PAGE>

final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in the Trust Fund, and (ii) the purchase by
the party designated in the Agreement at a price determined as provided in the
Agreement from the Trust Fund of all Mortgage Loans and all property acquired
in respect of such Mortgage Loans. The Agreement permits, but does not
require, the party designated in the Agreement to purchase from the Trust Fund
all Mortgage Loans and all property acquired in respect of any Mortgage Loan
at a price determined as provided in the Agreement. The exercise of such right
will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Principal Balance of the Mortgage Loans
at the time of purchase being 10% or less of the Cut-off Date Aggregate
Principal Balance.

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

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




                                    C-7-5
<PAGE>


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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005




                                    C-7-6
<PAGE>


                                     C-2-2

                                     C-7-7

                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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




                                    C-7-7
<PAGE>




                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.




                                    C-7-8
<PAGE>



                                  EXHIBIT C-8

                          FORM OF CLASS X CERTIFICATE

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

THIS CLASS X CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF THIS
SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS X CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS X CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW")
(COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS
CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A
REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING
THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
95-60, AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED AND
EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) SOLELY IN THE CASE OF A
DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL



                                    C-8-1
<PAGE>



SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR, AND UPON WHICH THE
TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL BE ENTITLED TO RELY, TO THE EFFECT
THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL NOT
RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION
4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE
CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE AGREEMENT
REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE
CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE TRUSTEE.

                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2005-CB7, CLASS X

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class X                         Servicer:  Litton Loan Servicing LP

Date of Pooling and Servicing Agreement and      Trustee: U.S. Bank National Association
Cut-off Date:  October 1, 2005

First Distribution Date:  November 25, 2005      Closing Date:  November 9, 2005

Percentage Interest: 100%                        CUSIP:  12489W PX 6

                                                 ISIN:  12489WPX64
</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

        This certifies that NIM I LLC is the registered owner of a Percentage
Interest set forth above in that certain beneficial ownership interest
evidenced by all the Class X Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Bond Securitization, L.L.C., Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.



                                    C-8-2
<PAGE>

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

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class X Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of a 66% Percentage Interest of the Class X Certificates,
or by check mailed by first class mail to the address of the Person entitled
thereto, as such name and address shall appear on the Certificate Register,
provided that the Certificate Registrar may deduct a reasonable wire transfer
fee from any payment made by wire transfer. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.

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

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

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

        As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this



                                    C-8-3
<PAGE>

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.

        No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities
laws, or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory
to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Certificate Registrar and
the Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.

        No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested that are subject to the fiduciary
responsibility provisions of ERISA and Section 4975 of the Code ("Plans") or
any person who is directly or indirectly purchasing the Certificate or
interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan.

        No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.



                                    C-8-4
<PAGE>

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will
effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Principal Balance of the Mortgage Loans at the
time of purchase being 10% or less of the Cut-off Date Aggregate Principal
Balance.

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

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




                                    C-8-5
<PAGE>


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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005




                                    C-8-6
<PAGE>

                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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





                                    C-8-7
<PAGE>


                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.







                                    C-8-8
<PAGE>




                                  EXHIBIT C-9

                          FORM OF CLASS N CERTIFICATE

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

THIS CLASS N CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF THIS
SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS N CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS N CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW")
(COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS
CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A
REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING
THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS
DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
95-60, AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED AND
EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) SOLELY IN THE CASE OF A
DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL


                                    C-9-1
<PAGE>

SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR, AND UPON WHICH THE
TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL BE ENTITLED TO RELY, TO THE EFFECT
THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL
NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR
SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT
THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE AGREEMENT
REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE
CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE TRUSTEE.

                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2005-CB7, CLASS N

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

                       BOND SECURITIZATION, L.L.C., INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Series 2005-CB7, Class N                         Original Class Certificate Notional Balance
                                                 of the Class N Certificates as of the Closing
                                                 Date:  $11,800,000

Pass-Through Rate:  4.50%                        Initial Notional Amount: $11,800,000

Date of Pooling and Servicing Agreement and      Servicer:  Litton Loan Servicing LP
Cut-off Date:  October 1, 2005

First Distribution Date:  November 25, 2005      Trustee:  U.S. Bank National Association

CUSIP: 12489W PY 4                               Closing Date:  November 9, 2005

ISIN:  12489WPY48
</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BOND
SECURITIZATION, L.L.C., INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.

               This certifies that NIM I LLC is the registered owner of a
Percentage Interest (obtained by dividing the Initial Notional Amount of this
Certificate by the Original Class N Notional Amount) in that certain
beneficial ownership interest evidenced by all the Class N Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Bond Securitization, L.L.C., Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), Credit-Based Asset Servicing and Securitization LLC (the
"Seller"), the Servicer and the Trustee, a summary


                                    C-9-2
<PAGE>

of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

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

        All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Certificate
Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of
Class N Certificates the aggregate Initial Certificate Principal Balance of
which is in excess of a 66% Percentage Interest of the Class N Certificates,
or by check mailed by first class mail to the address of the Person entitled
thereto, as such name and address shall appear on the Certificate Register,
provided that the Certificate Registrar may deduct a reasonable wire transfer
fee from any payment made by wire transfer. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.

        The Pass-Through Rate for this Class N Certificates on each
Distribution Date will be the per annum rate specified above.

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

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

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor,


                                    C-9-3
<PAGE>

the Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

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

        The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.

        No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities
laws, or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory
to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates
specified on the face hereof under the 1933 Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of such Certificates without registration or qualification. Any such
Certificateholder desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Certificate Registrar and
the Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.

        No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such


                                    C-9-4
<PAGE>

plans, accounts or arrangements are invested that are subject to the fiduciary
responsibility provisions of ERISA and Section 4975 of the Code ("Plans") or
any person who is directly or indirectly purchasing the Certificate or
interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan.

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

        The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the
Trustee, any Paying Agent or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected
by notice to the contrary.

        The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will
effect early retirement of the Certificates; however, such right to purchase
is subject to the aggregate Principal Balance of the Mortgage Loans at the
time of purchase being 10% or less of the Cut-off Date Aggregate Principal
Balance.

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

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




                                    C-9-5
<PAGE>

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

Dated:  November 9, 2005

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee



                                               By:  ___________________________
                                                        Authorized Officer

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

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

                                               U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar



                                               By:  __________________________
                                                       Authorized Signatory

Date of authentication: November 9, 2005



                                    C-9-6
<PAGE>


                                 ABBREVIATIONS

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

TEN COM   -  as tenants in common        UNIF GIFT MIN ACT   -  Custodian (Cust)
                                                                (Minor) under
TEN ENT   -  as tenants by the entireties                       Uniform Gifts to
                                                                Minors Act
JT TEN    -  as joint tenants with the
             right of survivorship and                          ----------------
             not as tenants in common                                (State)

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




                                    C-9-7
<PAGE>



                                  ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
(Please print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

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

______________________________________________________________________________

Dated:

                                       _______________________________________
                                       Signature by or on behalf of assignor

                                       _______________________________________
                                       Signature Guaranteed

                           DISTRIBUTION INSTRUCTIONS

        The assignee should include the following for purposes of
distribution:

        Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________
_________________________________________________________________________for
the account of ___________________________, account number ______________, or,
if mailed by check, to ___________________________________________. Applicable
statements should be mailed to ______________________________________. This
information is provided by ___________________________________________, the
assignee named above, or _________________________________________________, as
its agent.





                                    C-9-8
<PAGE>


                                   EXHIBIT D

                            MORTGAGE LOAN SCHEDULE

                             On file with Trustee








                                     D-1-1

<PAGE>



                                   EXHIBIT E

                   FORM OF REQUEST FOR RELEASE OF DOCUMENTS

        To:    U.S. Bank National Association
               60 Livingston Avenue
               EP-MN-WS3D
               St. Paul, Minnesota 55107-2292
               Attention: Structured Finance C-BASS, Series 2005-CB7
               [and/or its designee]

Re:     Pooling and Servicing Agreement dated as of October 1, 2005 among Bond
        Securitization, L.L.C., Inc., as depositor, Credit-Based Asset
        Servicing and Securitization LLC, U.S. Bank National Association, as
        trustee and Litton Loan Servicing LP, as servicer, relating to C-BASS
        Mortgage Loan Asset-Backed Certificates, Series 2005-CB7

        In connection with the administration of the Mortgage Loans held by
you, as Trustee, pursuant to the above-captioned Pooling and Servicing
Agreement, we request the release, and hereby acknowledge receipt, of the
Mortgage File for the Mortgage Loan described below, for the reason indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

Reason for Requesting Documents (check one):

_______ 1.     Mortgage Paid in Full

_______ 2.     Foreclosure

_______ 3.     Substitution

_______ 4.     Other Liquidation (Repurchases, etc.)

_______ 5.     Nonliquidation

Address to which the Trustee should deliver the Mortgage File:

                                             By: ______________________________
                                                 (authorized signer)

                                             Address: __________________________

                                             Date: _____________________________
If box 1 or 2 above is checked, and if all or part of the Mortgage File was
previously released to us, please release to us our previous receipt on file
with you, as well as any additional documents in your possession relating to
the above specified Mortgage Loan.


                                      E-1


<PAGE>



If box 3, 4, 5 or 6 above is checked, upon our return of all of the above
documents to you as Trustee, please acknowledge your receipt by signing in the
space indicated below, and returning this form.

Please acknowledge the execution of the above request by your signature and
date below:

U.S. Bank National Association, as Trustee


By:_______________________________          _________________________________
    Signature                               Date
Documents returned to Trustee:


By:_______________________________          _________________________________
    Signature                               Date


                                     E-2

<PAGE>



                                  EXHIBIT F-1

                   FORM OF CUSTODIAN'S INITIAL CERTIFICATION

                                                                          Date


Bond Securitization, L.L.C., Inc.
One Bank One Plaza
Chicago, Illinois 60670

Litton Loan Servicing LP
4828 Loop Central Drive
Houston, Texas  77081

        Re:     Pooling and Servicing Agreement (the "Pooling and Servicing
                Agreement"), dated as of October 1, 2005 among Bond
                Securitization, L.L.C., Inc., as depositor, Credit-Based Asset
                Servicing and Securitization LLC, as seller, Litton Loan
                Servicing LP, as servicer, and U.S. Bank National Association,
                as trustee with respect to C-BASS Mortgage Loan Asset-Backed
                Certificates, Series 2005-CB7


Ladies and Gentlemen:

        In accordance with Section 2.02 of the Pooling and Servicing
Agreement, the undersigned, as Custodian, hereby certifies that it received
the documents listed in Section 2.01 of the Pooling and Servicing Agreement
for each Mortgage File pertaining to each Mortgage Loan listed on Exhibit D,
to the Pooling and Servicing Agreement, subject to any exceptions noted on
Schedule I hereto.

        Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Certificate is subject in all respects to the terms
of Section 2.02 of the Pooling and Servicing Agreement and the Pooling and
Servicing Agreement sections cross-referenced therein.

                                       THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                               as Custodian

                                       By:_____________________________________
                                       Name:
                                       Title:





                                     F-1-1



<PAGE>


                                  EXHIBIT F-2

                    FORM OF CUSTODIAN'S FINAL CERTIFICATION

                                                                        [Date]


Bond Securitization, L.L.C., Inc.
One Bank One Plaza
Chicago, Illinois 60670

Litton Loan Servicing LP
4828 Loop Central Drive
Houston, Texas  77081

Re:     Pooling and Servicing Agreement (the "Pooling and Servicing
        Agreement"), dated as of October 1, 2005 among Bond Securitization,
        L.L.C., Inc., as depositor, Credit-Based Asset Servicing and
        Securitization LLC, as seller, Litton Loan Servicing LP, as servicer,
        and U.S. Bank National Association, as trustee, with respect to C-BASS
        Mortgage Loan Asset-Backed Certificates, Series 2005-CB7


Ladies and Gentlemen:

        In accordance with Section 2.02 of the Pooling and Servicing
Agreement, the undersigned, as Custodian, 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 Schedule I hereto) it has received the
applicable documents listed in Section 2.01 of the Pooling and Servicing
Agreement.

        The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed
on Schedule I hereto, it has reviewed the documents listed above and has
determined that each such document appears to be complete and, based on an
examination of such documents, the information set forth in the Mortgage Loan
Schedule is correct.

        Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement.

                                       THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                               as Custodian

                                       By:________________________________
                                       Name:
                                       Title:


                                     F-2-1


<PAGE>



                                  EXHIBIT F-3

                       FORM OF RECEIPT OF MORTGAGE NOTE

                                                                          Date


Bond Securitization, L.L.C., Inc.
One Bank One Plaza
Chicago, Illinois 60670

Re:     C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB7
        ---------------------------------------------------------------


Ladies and Gentlemen:

        Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated
as of October 1, 2005, among Bond Securitization, L.L.C., Inc., as depositor,
Credit-Based Asset Servicing and Securitization LLC, as seller, Litton Loan
Servicing LP, as servicer, and U.S. Bank National Association, as trustee, we
hereby acknowledge the receipt of the original Mortgage Note (a copy of which
is attached hereto as Exhibit 1) with any exceptions thereto listed on Exhibit
2.

                                     THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                             as Trustee

                                     By:______________________________________
                                     Name:
                                     Title:




                                     F-3-1



<PAGE>



                                   EXHIBIT G

                       MORTGAGE LOAN PURCHASE AGREEMENT













                                      G-1


<PAGE>



                                   EXHIBIT H

                          FORM OF LOST NOTE AFFIDAVIT

        Personally appeared before me the undersigned authority to administer
oaths, ______________________ who first being duly sworn deposes and says:
Deponent is ______________________ of ______________________________,
successor by merger to _________________________________________ ("Seller")
and who has personal knowledge of the facts set out in this affidavit.

        On ___________________, _________________________ did execute and
deliver a promissory note in the principal amount of $__________.

        That said note has been misplaced or lost through causes unknown and
is presently lost and unavailable after diligent search has been made.
Seller's records show that an amount of principal and interest on said note is
still presently outstanding, due, and unpaid, and Seller is still owner and
holder in due course of said lost note.

        Seller executes this Affidavit for the purpose of inducing U.S. Bank
National Association, as trustee on behalf of C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2005-CB7 to accept the transfer of the above
described loan from Seller.

        Seller agrees to indemnify and hold harmless U.S. Bank National
Association and Bond Securitization, L.L.C., Inc. for any losses, liabilities,
costs and expenses incurred by such parties resulting from the above described
promissory note having been lost or misplaced.

                                      By:


STATE OF              )
                      )      SS:
COUNTY OF             )

        On this ____ day of _______ 20__, before me, a Notary Public, in and
for said County and State, appeared ________________________, who acknowledged
the extension of the foregoing and who, having been duly sworn, states that
any representations therein contained are true.

        Witness my hand and Notarial Seal this ____ day of _______ 20__.

My commission expires               .
                      --------------



                                      H-1



<PAGE>


                                   EXHIBIT I

                         FORM OF ERISA REPRESENTATION

                                                                          Date


U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3D
St. Paul, Minnesota 55107-2292
Attention: Structured Finance C-BASS, Series 2005-CB7
 [and/or its designee]

Bond Securitization, L.L.C., Inc.
One Bank One Plaza
Chicago, Illinois 60670

        Re:    C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB7
               ---------------------------------------------------------------

Ladies and Gentlemen:

        1. [The undersigned is the ______________________ of (the
"Transferee") a [corporation duly organized] and existing under the laws of
__________, on behalf of which he makes this affidavit.] [The undersigned,
___________________, is the transferee (the "Transferee").]

        2. The Transferee hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") among Bond Securitization,
L.L.C., Inc., as depositor (the "Depositor"), Credit-Based Asset Servicing and
Securitization LLC, as seller, Litton Loan Servicing LP, as servicer, and U.S.
Bank National Association, as trustee (the "Trustee"), no transfer of the
ERISA-Restricted Certificates (other than the Class R and Class R-X
Certificates) shall be permitted to be made to any person unless the Depositor
and the Certificate Registrar (as defined in the Agreement) have received a
certificate from such transferee in the form hereof.

        3. The Transferee (i) is not an employee benefit plan or arrangement
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), a plan subject to Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code") or a plan subject to any state, local,
federal, non-U.S. or other law substantively similar to the foregoing
provisions of ERISA or the Code ("Similar Law") (collectively, a "Plan"), and
is not directly or indirectly acquiring the Certificate for, on behalf of or
with any assets of any such Plan, (ii) if the Certificate has been the subject
of an ERISA-Qualifying Underwriting, is an insurance company that is acquiring
the Certificate with assets of an "insurance company general account" as
defined in Section V(e) of Prohibited Transaction Class Exemption ("PTCE")
95-60 and the acquisition and holding of the Certificate are covered and
exempt under Sections I and III of PTCE 95-60, or (iii) solely in the case of
a Definitive Certificate, will deliver herewith an Opinion of Counsel
satisfactory to the Trustee and the Certificate Registrar, and upon which the
Trustee and the Certificate Registrar shall be entitled to rely, to the effect
that the acquisition and holding of such Certificate by the transferee will
not result in a nonexempt prohibited transaction under Title I of ERISA or
Section 4975 of the Code, or a violation of Similar Law, and will not subject
the Certificate Registrar, the Depositor, the Servicer or the Trustee to any
obligation in addition to those undertaken by such entities in the Pooling and
Servicing Agreement, which Opinion of Counsel shall not be an expense of the
Certificate Registrar, the Depositor, the Servicer or the Trustee.


                                     I-1

<PAGE>

        Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Agreement.

        IN WITNESS WHEREOF, the Transferee has executed this certificate.

                                        [Transferee]

                                        By:__________________________________
                                        Name:
                                        Title:


                                      I-2

<PAGE>



                                   EXHIBIT J

                          FORMS OF INVESTMENT LETTERS

                   FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                                                        [DATE]
Bond Securitization, L.L.C., Inc.
One Bank One Plaza
Chicago, Illinois 60670

U.S. Bank National Association 60 Livingston Avenue, EP-MN-WS3D St. Paul,
Minnesota 55107-2292
Attention: Structured Finance C-BASS, Series 2005-CB7
 [and/or its designee]

        Re:    C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB7
               ---------------------------------------------------------------

Ladies and Gentlemen:

        In connection with our acquisition of the C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2005-CB7 (the "Certificates"), we certify
that (a) we understand that the Certificates are not being registered under
the Securities Act of 1933, as amended (the "Act"), or any state securities
laws and are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are acquiring the Certificates for
investment for our own account and not with a view to any distribution of such
Certificates (but without prejudice to our right at all times to sell or
otherwise dispose of the Certificates in accordance with clause (g) below),
(e) we agree that the Certificates must be held indefinitely by us and we
acknowledge that we are able to bear the economic risk of investment in the
Certificates, (f) we have not offered or sold any Certificates to, or
solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, or taken any
other action which would result in a violation of Section 5 of the Act, (g) we
will not sell, transfer or otherwise dispose of any Certificates unless (1)
such sale, transfer or other disposition is made pursuant to an effective
registration statement under the Act or is exempt from such registration
requirements, and if requested, we will at our expense provide an opinion of
counsel satisfactory to the addressees of this Certificate that such sale,
transfer or other disposition may be made pursuant to an exemption from the
Act, (2) the purchaser or transferee of such Certificate has executed and
delivered to you a certificate to substantially the same effect as this
certificate, and (3) the purchaser or transferee has otherwise complied with
any conditions for transfer set forth in the Pooling and Servicing Agreement
and (h) we acknowledge that the Certificates will bear a legend setting forth
the applicable restrictions on transfer.

                                          Very truly yours,

                                          [NAME OF TRANSFEREE]

                                          By:_______________________________
                                                  Authorized Officer

                                      J-1


<PAGE>



                     FORM OF INVESTMENT LETTER [RULE 144A]

                                                                        [DATE]
Bond Securitization, L.L.C., Inc.
One Bank One Plaza
Chicago, Illinois 60670

U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3D
St. Paul, Minnesota 55107-2292
Attention: Structured Finance C-BASS, Series 2005-CB7
 [and/or its designee]

        Re:    C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB7
               ---------------------------------------------------------------

Ladies and Gentlemen:

        In connection with our acquisition of the C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2005-CB7 (the "Certificates"), we certify
that (a) we understand that the Certificates are not being registered under
the Securities Act of 1933, as amended (the "Act"), or any state securities
laws and are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto
or any additional information deemed necessary to our decision to purchase the
Certificates, (c) we have not, nor has anyone acting on our behalf offered,
transferred, pledged, sold or otherwise disposed of the Certificates, any
interest in the Certificates or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates or any other similar security with, any
person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action, that would
constitute a distribution of the Certificates under the Securities Act or that
would render the disposition of the Certificates a violation of Section 5 of
the Securities Act or require registration pursuant thereto, nor will act, nor
has authorized or will authorize any person to act, in such manner with
respect to the Certificates, (d) we are a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act and have completed
either of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificates for our own account or for resale
pursuant to Rule 144A and further, understand that such Certificates may be
resold, pledged or transferred only (i) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.

                                          Very truly yours,

                                          [NAME OF TRANSFEREE]

                                          By:_________________________________
                                                  Authorized Officer

                                      J-2


<PAGE>



                                                          ANNEX 1 TO EXHIBIT J
                                                          --------------------

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           --------------------------------------------------------

         [For Transferees Other Than Registered Investment Companies]

        The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

        1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

        2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis $_____(1) in securities (except for
the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A
and (ii) the Buyer satisfies the criteria in the category marked below.

               ___ Corporation, etc. The Buyer is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or
               charitable organization described in Section 501(c)(3) of the
               Internal Revenue Code of 1986, as amended.

               ___ Bank. The Buyer (a) is a national bank or banking
               institution organized under the laws of any State, territory or
               the District of Columbia, the business of which is
               substantially confined to banking and is supervised by the
               State or territorial banking commission or similar official or
               is a foreign bank or equivalent institution, and (b) has an
               audited net worth of at least $25,000,000 as demonstrated in
               its latest annual financial statements, a copy of which is
               attached hereto.

               ___ Savings and Loan. The Buyer (a) is a savings and loan
               association, building and loan association, cooperative bank,
               homestead association or similar institution, which is
               supervised and examined by a State or Federal authority having
               supervision over any such institutions or is a foreign savings
               and loan association or equivalent institution and (b) has an
               audited net worth of at least $25,000,000 as demonstrated in
               its latest annual financial statements, a copy of which is
               attached hereto.

               ___ 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.

---------
(1)    Buyer must own and/or invest on a discretionary basis at least
        $________ in such securities unless Buyer is a dealer, and, in that
        case, Buyer must own and/or invest on a discretionary basis at least
        $_____ in securities.

                                      J-3


<PAGE>

               ___ 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 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.


                                     J-4

<PAGE>





                                         Print Name of Buyer
                                         By:____________________________________
                                         Name:
                                         Title:

                                         Date:__________________________________



                                     J-5

<PAGE>



                                                          ANNEX 2 TO EXHIBIT J
                                                          --------------------

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           --------------------------------------------------------

          [For Transferees That are Registered Investment Companies]

        The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

        1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

        2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Buyer or the Buyer's Family of Investment Companies, the cost of such
securities was used, except (i) where the Buyer or the Buyer's Family of
Investment Companies reports its securities holdings in its financial
statements on the basis of their market value, and (ii) no current information
with respect to the cost of those securities has been published. If clause
(ii) in the preceding sentence applies, the securities may be valued at
market.

               ___ The Buyer owned $______ in securities (other than the
               excluded securities referred to below) as of the end of the
               Buyer's most recent fiscal year (such amount being calculated
               in accordance with Rule 144A).

               ___ The Buyer is part of a Family of Investment Companies which
               owned in the aggregate $______ in securities (other than the
               excluded securities referred to below) as of the end of the
               Buyer's most recent fiscal year (such amount being calculated
               in accordance with Rule 144A).

        3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

        4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed
by the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii)
currency, interest rate and commodity swaps.

        5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.


                                     J-6

<PAGE>

        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 Advisor
                                       By:______________________________________
                                       Name:
                                       Title:

                                       IF AN ADVISER

                                       Print Name of Buyer

                                       Date:____________________________________



                                     J-7
<PAGE>



                                   EXHIBIT K

                       FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT

               C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2005-CB7

STATE OF              )
                      ) ss.:
COUNTY OF             )

        The undersigned, being first duly sworn, deposes and says as follows:

        1. The undersigned is [an officer of] ______________, the proposed
Transferee of an Ownership Interest in a [Class R and/or Class R-X
Certificates] (the "Residual Certificate") issued pursuant to the Pooling and
Servicing Agreement, (the "Agreement"), relating to the above-referenced
Certificates, among Bond Securitization, L.L.C., Inc., as depositor,
Credit-Based Asset Servicing and Securitization LLC, as seller, Litton Loan
Servicing LP, as servicer, and U.S. Bank National Association, as trustee (the
"Trustee"). Capitalized terms used, but not defined herein shall have the
meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee.

        2. The Transferee is, as of the date hereof, and will be, as of the
date of the transfer, a Permitted Transferee. The Transferee is acquiring the
Residual Certificate either (i) for its own account or (ii) as nominee,
trustee or agent for another Person who is a Permitted Transferee and has
attached hereto an affidavit from such Person in substantially the same form
as this affidavit. The Transferee has no knowledge that any such affidavit is
false.

        3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Residual 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, other than in the case of an "electing large
partnership" under Section 775 of the Code, such tax will not be imposed for
any period with respect to which the record Holder furnishes to the
pass-through entity an affidavit that such record Holder is a Permitted
Transferee and the pass-through entity does not have actual knowledge that
such affidavit is false. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives and, except as
may be provided in Treasury Regulations, persons holding interests in
pass-through entities as a nominee for another Person.)

        5. The Transferee has reviewed the provisions of Section 5.02 of the
Agreement and understands the legal consequences of the acquisition of the
Residual 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 of the Agreement and the restrictions noted
on the face of the Certificate. The Transferee

                                      K-1


<PAGE>

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 in the form
of this Affidavit from any Person to whom the Transferee attempts to transfer
the Residual 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 the Residual Certificate or cause the Residual Certificate
to be transferred to any Person that the Transferee knows is not a Permitted
Transferee.

        7. The Transferee historically has paid its debts as they have become
due.

        8. 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
Residual Certificate.

        9. The taxpayer identification number of the Transferee's nominee is
___________.

        10. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).

        11. The Transferee is aware that the Residual Certificate may be a
"noneconomic residual interest" within the meaning of 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.

        12. The Transferee will not cause income from the Residual Certificate
to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the Transferee or any other
person.

        13. If the Transferee is purchasing the Residual Certificate in a
transfer intended to meet the safe harbor provisions of Treasury Regulations
Sections 1.860E-1(c), the Transferee has executed and attached Attachment A
hereto.

               14. The Transferee is not an employee benefit plan or
arrangement subject to Title I of ERISA, a plan subject to Section 4975 of the
Code or a plan subject to any state, local or other federal law substantively
similar to the foregoing provisions of ERISA or the Code (collectively, a
"Plan"), and is not directly or indirectly acquiring this Certificate for, on
behalf of or with any assets of any such Plan.

                                     * * *


                                      K-2


<PAGE>



        IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its duly authorized officer this _____ day of ________________, ____.

                                         Print Name of Transferee

                                         By:_________________________________
                                         Name:
                                         Title:


        Personally appeared before me the above-named ____________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the _______________________ of the Transferee, and
acknowledged that he executed the same as his free act and deed and the free
act and deed of the Transferee.

        Subscribed and sworn before me this _____ day of _____________, ____

                                                    NOTARY PUBLIC

                                         My Commission expires the ____ day of
                                         ______________, ____



                                      K-3



<PAGE>


                                 ATTACHMENT A

                                      to
   AFFIDAVIT PURSUANT TO SECTION 860E(E)(4) OF THE INTERNAL REVENUE CODE OF
                1986, AS AMENDED, AND FOR NON-ERISA INVESTORS

Check the appropriate box:

| |     The consideration paid to the Transferee to acquire the Residual
        Certificate equals or exceeds the excess of (a) the present value of
        the anticipated tax liabilities over (b) the present value of the
        anticipated savings associated with holding such Residual Certificate,
        in each case calculated in accordance with U.S. Treasury Regulations
        Sections 1.860E-1(c)(7) and (8), computing present values using a
        discount rate equal to the short-term Federal rate prescribed by
        Section 1274(d) of the Code and the compounding period used by the
        Transferee.

                                      OR
                                      --

| |     The transfer of the Residual Certificate complies with U.S. Treasury
        Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:

        (i)    the Transferee is an "eligible corporation," as defined in U.S.
               Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
               income from Residual Certificate will only be taxed in the
               United States;

        (ii)   at the time of the transfer, and at the close of the
               Transferee's two fiscal years preceding the year of the
               transfer, the Transferee had gross assets for financial
               reporting purposes (excluding any obligation of a person
               related to the Transferee within the meaning of U.S. Treasury
               Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
               million and net assets in excess of $10 million;

        (iii)  the Transferee will transfer the Residual Certificate only to
               another "eligible corporation," as defined in U.S. Treasury
               Regulations Section 1.860E-1(c)(6)(i), in a transaction that
               satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
               and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
               Regulations;

        (iv)   the Transferee has determined the consideration paid to it to
               acquire the Residual Certificate based on reasonable market
               assumptions (including, but not limited to, borrowing and
               investment rates, prepayment and loss assumptions, expense and
               reinvestment assumptions, tax rates and other factors specific
               to the Transferee) that it has determined in good faith; and

        (v)    in the event of any transfer of the Residual Certificate by the
               Transferee, the Transferee will require its transferee to
               complete a representation in the form of this Attachment A as a
               condition of such transferee's purchase of the Residual
               Certificate.

                                     K-4

<PAGE>



                                   EXHIBIT L

                        FORM OF TRANSFEROR CERTIFICATE

                                                                        [DATE]


Bond Securitization, L.L.C., Inc.
One Bank One Plaza
Chicago, Illinois 60670

U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3D
St. Paul, Minnesota 55107-2292
Attention: Structured Finance C-BASS, Series 2005-CB7
 [and/or its designee]

        Re:    C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB7
               ---------------------------------------------------------------

Ladies and Gentlemen:

        In connection with our disposition of the C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2005-CB7 (the "Certificates"), we certify
that (a) we understand that the Certificates have not been registered under
the Securities Act of 1933, as amended (the "Act"), and are being disposed by
us in a transaction that is exempt from the registration requirements of the
Act, (b) we have not offered or sold any Certificates to, or solicited offers
to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, in a manner that would be
deemed, or taken any other action which would result in, a violation of
Section 5 of the Act, (c) to the extent we are disposing of a Class [ ]
Certificate, we have no knowledge the Transferee is not a Permitted Transferee
and (d) no purpose of the proposed disposition of a Class [ ] Certificate is
to impede the assessment or collection of tax.

                                            Very truly yours,

                                            [---------------------]

                                            By: ______________________________




                                      L-1



<PAGE>


                                   EXHIBIT M

                   MONTHLY INFORMATION DELIVERED BY SERVICER

1.      With respect to the Mortgage Pool, the number and Principal Balances
        of all Mortgage Loans which were the subject of Principal Prepayments
        during the related Prepayment Period.

2.      With respect to the Mortgage Pool, the amount of all partial Principal
        Prepayments received by the Servicer during the related Prepayment
        Period.

3.      With respect to the Mortgage Pool, the aggregate amount of principal
        portion of all Monthly Payments received during the related Collection
        Period.

4.      With respect to the Mortgage Pool, the amount of interest received on
        the Mortgage Loans during the related Collection Period.

5.      With respect to the Mortgage Pool, the aggregate amount of the
        Advances made and recovered with respect to such Distribution Date.

6.      With respect to the Mortgage Pool, the delinquency and foreclosure
        information and the amount of Mortgage Loan Losses as of the close of
        business of the last day of the preceding Collection Period.

7.      With respect to the Mortgage Pool, the weighted average maturity, the
        weighted average Mortgage Interest Rate and the weighted average Net
        Mortgage Interest Rate as of the last day of the preceding Collection
        Period preceding of the related Interest Accrual Period.

8.      The Servicing Fees paid and Servicing Fees accrued during the related
        Collection Period.

9.      The amount of all payments or reimbursements to the Servicer paid or
        to be paid since the prior Distribution Date (or in the case of the
        first Distribution Date, since the Closing Date).

10.     The Pool Balance and aggregate Principal Balance for each Loan Group.

11.     With respect to the Mortgage Pool, the number of Mortgage Loans
        outstanding at the beginning and at the end of the related Collection
        Period.

12.     The aggregate interest accrued on the Mortgage Loans at their
        respective Mortgage Interest Rates for the related Collection Period.

13.     The amount deposited in the Collection Account that may not be
        withdrawn therefrom pursuant to an order of a United States Bankruptcy
        Court of competent jurisdiction imposing a stay pursuant to Section
        362 of the Bankruptcy Code.

14.     The aggregate Realized Losses since the Cut-off Date as of the end of
        the related Collection Period.


                                     M-1

<PAGE>


                                   EXHIBIT N

              FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K

                                2005-CB7 TRUST,
        C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2005-CB7

I, [identify the certifying individual], certify that:

1.      I have reviewed this annual report on Form 10-K, and all reports on
        Form 8-K containing a copy of the monthly statement to
        certificateholders set forth in Section 4.06 of the Pooling and
        Servicing Agreement, dated as of October 1, 2005 (the "Agreement"),
        among Bond Securitization, L.L.C., Inc., as depositor (the
        "Depositor"), Credit-Based Asset Servicing and Securitization LLC, as
        seller (the "Seller"), Litton Loan Servicing LP, as servicer (the
        "Servicer"), and U.S. Bank National Association, as trustee (the
        "Trustee"), filed in respect of periods included in the year covered
        by this annual report, of the 2005-CB7 Trust (the "Trust");

2.      Based on my knowledge, the information in these reports, taken as a
        whole, does not contain any untrue statement of a material fact or
        omit to state a material fact necessary to make the statements made,
        in light of the circumstances under which such statements were made,
        not misleading as of the last day of the period covered by this annual
        report;

3.      Based on my knowledge, the distribution or servicing information
        required to be provided to the Trustee by the Servicer under the
        Agreement for inclusion in these reports is included in these reports;

4.      I am responsible for reviewing the activities performed by the
        Servicer under the Agreement and based upon my knowledge and the
        annual compliance review required under the Agreement, and except as
        disclosed in the reports, the Servicer has fulfilled its obligations
        under the Agreement; and

5.      The reports disclose all significant deficiencies relating to the
        Servicer's compliance with the minimum servicing standards based upon
        the report provided by an independent public accountant, after
        conducting a review in compliance with the Uniform Single Attestation
        Program for Mortgage Bankers or similar procedure, as set forth in the
        Agreement, that is included in these reports.

6.      In giving the certifications above, I have reasonably relied on
        information provided to me by the following unaffiliated parties: U.S.
        Bank National Association.

                                       By:___________________________________
                                       Name:
                                       Title:



                                      N-1



<PAGE>



                                   EXHIBIT O

      FORM OF CERTIFICATION TO BE PROVIDED BY THE TRUSTEE TO THE SERVICER

Re:     C-BASS Mortgage Asset-Backed Certificates, Series 2005-CB7

               I, _____________________________, certify to Litton Loan
Servicing LP (the "Servicer"), and its officers, directors and affiliates, and
with the knowledge and intent that they will rely upon this certification,
that:

               1. I have reviewed the annual report on Form 10 K for the
fiscal year [___], and all reports on Form 8-K containing Monthly Statements
filed in respect of periods included in the year covered by that annual
report, of Bond Securitization, L.L.C. (the "Depositor") relating to the above
referenced trust;

               2. Subject to paragraph 4 hereof, based on my knowledge, the
Distribution Information in the Monthly Statements prepared by the Trustee,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading as
of the last day of the period covered by that annual report; and

               3. Based on my knowledge, the Distribution Information required
to be provided by the Trustee under the Pooling and Servicing Agreement is
included in these reports.

               4. In compiling the Distribution Information and making the
foregoing certifications, the Trustee has relied upon information furnished to
it by the Servicer under the Pooling and Servicing Agreement. The Trustee
shall have no responsibility or liability for any inaccuracy in such reports
resulting from information so provided to it by the Servicer.

               Capitalized terms used but not defined herein have the meanings
ascribed to them in the Pooling and Servicing Agreement, dated October 1, 2005
(the "Pooling and Servicing Agreement"), among the Depositor as depositor,
Credit-Based Asset Servicing and Securitization LLC, as seller, the Servicer,
as servicer and U.S. Bank National Association, as trustee.

Dated:


                                       U.S. Bank National Association,
                                       as Trustee

                                       By: ____________________________
                                       Name:      ____________________________
                                       Title:     ____________________________


                                      O-1



<PAGE>



                                   EXHIBIT P

                                  [RESERVED]












                                      P-1

<PAGE>


                                   EXHIBIT Q

                           FORM OF POWER OF ATTORNEY

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
LITTON LOAN SERVICING LP
4828 Loop Central Drive
Houston, Texas 77081

Attn: _________________________________



                           LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that ____________________, having its
principal place of business at _____________________, as Trustee (the
"Trustee") pursuant to that Pooling and Servicing Agreement among
_______________________ (the "Depositor"), Litton Loan Servicing LP (the
"Servicer"), and the Trustee, dated as of _________ 1, 200__ (the "Pooling and
Servicing Agreement"), hereby constitutes and appoints the Servicer, by and
through the Servicer's officers, the Trustee's true and lawful
Attorney-in-Fact, in the Trustee's name, place and stead and for the Trustee's
benefit, in connection with all mortgage loans serviced by the Servicer
pursuant to the Pooling and Servicing Agreement for the purpose of performing
all acts and executing all documents in the name of the Trustee as may be
customarily and reasonably necessary and appropriate to effectuate the
following enumerated transactions in respect of any of the mortgages or deeds
of trust (the "Mortgages" and the "Deeds of Trust", respectively) and
promissory notes secured thereby (the "Mortgage Notes") for which the
undersigned is acting as Trustee for various certificateholders (whether the
undersigned is named therein as mortgagee or beneficiary or has become
mortgagee by virtue of endorsement of the Mortgage Note secured by any such
Mortgage or Deed of Trust) and for which the Servicer is acting as servicer,
all subject to the terms of the Pooling and Servicing Agreement.

This appointment shall apply to the following enumerated transactions only:

1.      The modification or re-recording of a Mortgage or Deed of Trust, where
        said modification or re-recordings is for the purpose of correcting
        the Mortgage or Deed of Trust to conform same to the original intent
        of the parties thereto or to correct title errors discovered after
        such title insurance was issued and said modification or re-recording,
        in either instance, does not adversely affect the lien of the Mortgage
        or Deed of Trust as insured.

2.      The subordination of the lien of a Mortgage or Deed of Trust to an
        easement in favor of a public utility company of a government agency
        or unit with powers of eminent domain; this section shall include,
        without limitation, the execution of partial satisfactions/releases,
        partial reconveyances or the execution or requests to trustees to
        accomplish same.

3.      The conveyance of the properties to the mortgage insurer, or the
        closing of the title to the property to be acquired as real estate
        owned, or conveyance of title to real estate owned.

4.      The completion of loan assumption agreements.


                                      Q-1


<PAGE>

5.      The full satisfaction/release of a Mortgage or Deed of Trust or full
        conveyance upon payment and discharge of all sums secured thereby,
        including, without limitation, cancellation of the related Mortgage
        Note.

6.      The assignment of any Mortgage or Deed of Trust and the related
        Mortgage Note, in connection with the repurchase of the mortgage loan
        secured and evidenced thereby.

7.      The full assignment of a Mortgage or Deed of Trust upon payment and
        discharge of all sums secured thereby in conjunction with the
        refinancing thereof, including, without limitation, the assignment of
        the related Mortgage Note.

8.      With respect to a Mortgage or Deed of Trust, the foreclosure, the
        taking of a deed in lieu of foreclosure, or the completion of judicial
        or non-judicial foreclosure or termination, cancellation or rescission
        of any such foreclosure, including, without limitation, any and all of
        the following acts:

        a.     the substitution of trustee(s) serving under a Deed of Trust,
               in accordance with state law and the Deed of Trust;

        b.     the preparation and issuance of statements of breach or
               non-performance;

        c.     the preparation and filing of notices of default and/or notices
               of sale;

        d.     the cancellation/rescission of notices of default and/or
               notices of sale;

        e.     the taking of a deed in lieu of foreclosure; and

        f.     the preparation and execution of such other documents and
               performance of such other actions as may be necessary under the
               terms of the Mortgage, Deed of Trust or state law to
               expeditiously complete said transactions in paragraphs 8.a.
               through 8.e., above.


                                      Q-2



<PAGE>



The undersigned gives said Attorney-in-Fact full power and authority to
execute such instruments and to do and perform all and every act and thing
necessary and proper to carry into effect the power or powers granted by or
under this Limited Power of Attorney as fully as the undersigned might or
could do, and hereby does ratify and confirm to all that said Attorney-in-Fact
shall lawfully do or cause to be done by authority hereof.

Third parties without actual notice may rely upon the exercise of the power
granted under this Limited Power of attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not
been revoked unless an instrument of revocation has been made in writing by
the undersigned.


                                      Q-3



<PAGE>



IN WITNESS WHEREOF, ______________________ as Trustee pursuant to that Pooling
and Servicing Agreement among the Depositor, the Servicer, and the Trustee,
dated as of _____________ 1, 200__ (___________________ Mortgage Loan Asset
Backed Certificates, Series 200__-___), has caused its corporate seal to be
hereto affixed and these presents to be signed and acknowledged in its name
and behalf by ______________________ its duly elected and authorized Vice
President this ___ day of ____________, 200__.



                                   as Trustee for _____ Mortgage Loan Asset
                                       Backed Certificates, Series 200__-___


                                   By __________________________________

STATE OF

COUNTY OF

On _______________, 200__, before me, the undersigned, a Notary Public in and
for said state, personally appeared ___________________, Vice President of
___________________ as Trustee for ____________ Mortgage Loan Asset Backed
Certificates, Series 200__-___, personally known to me to be the person whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed that same in his/her authorized capacity, and that by his/her
signature on the instrument the entity upon behalf of which the person acted
and executed the instrument.

WITESS my hand and official seal.

        (SEAL)

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

                                 My Commission Expires ________________________




                                      Q-4



<PAGE>



                                   EXHIBIT R

           FORM OF OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS

                             Officer's Certificate
          C-BASS Mortgage Loan Asset-Backed Certificates, Series CB-6

                                                          [DATE]


VIA FACSIMILE

U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3D
St. Paul, Minnesota 55107-2292
Attention: Structured Finance C-BASS, Series 2005-CB7


               Re:    Prepayments

Dear Sir or Madam:

               __________________ hereby certifies that he/she is an officer
of the Servicer, holding the office set forth beneath his/her name and hereby
further certifies as follows:

               With respect to the Mortgage Loans set forth in the attached
schedule:

               1.     A Principal Prepayment in full was received during the
                      related Collection Period;

               2.     Any prepayment penalty due under the terms of the
                      Mortgage Note with respect to such Principal Prepayment
                      in full was received from the mortgagor and deposited in
                      the Collection Account:____ Yes ____ No

               3.     As to each Mortgage Loan so noted on the attached
                      schedule, all or part of the prepayment penalty required
                      in connection with the Principal Prepayment in full was
                      waived based upon (Circle one):

                      (i) the Servicer's determination that such waiver would
                      maximize recovery of Liquidation Proceeds for such
                      Mortgage Loan, taking into account the value of such
                      prepayment penalty, or

                      (ii)(A) the enforceability thereof be 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;

               4.     We certify that all amounts due in connection with the
                      waiver of a prepayment penalty inconsistent with number
                      3 above which are required to be deposited by the
                      Servicer pursuant to Section 3.01 of the Pooling and
                      Servicing Agreement, have been or will be so deposited.


                                      R-1



<PAGE>

               Capitalized terms used herein shall have the meanings ascribed
to such terms in the Pooling and Servicing Agreement, dated September 1, among
Bond Securitization, L.L.C., Inc., as depositor, Credit-Based Asset Servicing
and Securitization LLC, as seller, Litton Loan Servicing LP, as servicer and
U.S. Bank National Association, as trustee.



                               LITTON LOAN SERVICING LP


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




                                      R-2